Common use of Limitation on Liability; Indemnification Clause in Contracts

Limitation on Liability; Indemnification. Neither the Master Collateral Agent nor any of its directors, officers or employees, shall be liable for any action taken or omitted to be taken by it or them hereunder, or in connection herewith, except that the Master Collateral Agent shall be liable for its own gross negligence or willful misconduct; nor shall the Master Collateral Agent be responsible for the validity, effectiveness, value, sufficiency or enforceability against the Bank or WFAL 2 of this Agreement or any of the Collateral (or any part thereof). The Bank and WFAL 2 hereby jointly and severally agree to indemnify and hold the Master Collateral Agent harmless from and against all damage, liability and expense (including reasonable attorneys' fees) arising out of or in connection with this Agreement, except to the extent such damage, liability or expense arises out of the Master Collateral Agent's negligence, willful misconduct or breach of the obligations imposed hereby on the Master Collateral Agent.

Appears in 3 contracts

Samples: Master Collateral Assignment Agreement (Westcorp /Ca/), Master Collateral Assignment Agreement (Westcorp /Ca/), Master Collateral Assignment Agreement (WFS Financial Inc)

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Limitation on Liability; Indemnification. Neither the Master Collateral Agent nor any of its directors, officers or employees, shall be liable for any action taken or omitted to be taken by it or them hereunder, or in connection herewith, except that the Master Collateral Agent shall be liable for its own gross negligence or willful misconduct; nor shall the Master Collateral Agent be responsible for the validity, effectiveness, value, sufficiency or enforceability against the Bank or WFAL 2 WFAL2 of this Agreement or any of the Collateral (or any part thereof). The Bank and WFAL 2 WFAL2 hereby jointly and severally agree to indemnify and hold the Master Collateral Agent harmless from and against all damage, liability and expense (including reasonable attorneys' fees) arising out of or in connection with this Agreement, except to the extent such damage, liability or expense arises out of the Master Collateral Agent's negligence, willful misconduct or breach of the obligations imposed hereby on the Master Collateral Agent.

Appears in 2 contracts

Samples: Master Collateral Assignment Agreement (Westcorp /Ca/), Master Collateral Assignment Agreement (Westcorp /Ca/)

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