Common use of Limitation on Liability of Seller and Others Clause in Contracts

Limitation on Liability of Seller and Others. Seller and any director, officer, employee or agent thereof may rely in good faith on the advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement. Seller shall not be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its obligations under this Agreement or its Related Documents and that in its opinion may involve it in any expense or liability.

Appears in 206 contracts

Samples: Purchase Agreement (GM Financial Consumer Automobile Receivables Trust 2024-2), Purchase Agreement (GM Financial Consumer Automobile Receivables Trust 2024-2), Purchase Agreement (AmeriCredit Automobile Receivables Trust 2010-A)

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Limitation on Liability of Seller and Others. The Seller and any director, officer, employee or agent thereof of the Seller may rely in good faith on the advice of counsel or on any document of any kind kind, prima facie properly executed and submitted by any Person respecting any matters arising under this Agreementhereunder. The Seller shall not be under any obligation to appear in, prosecute or defend any legal action that is shall not be incidental to its obligations under this Agreement or its Related Documents Agreement, and that in its opinion may involve it in any expense or liability.

Appears in 197 contracts

Samples: Sale and Servicing Agreement (Honda Auto Receivables 2012-3 Owner Trust), Sale and Servicing Agreement (Honda Auto Receivables 2014-3 Owner Trust), Sale and Servicing Agreement (Honda Auto Receivables 2012-4 Owner Trust)

Limitation on Liability of Seller and Others. The Seller and any director, officer, officer or employee or agent thereof of the Seller may rely in good faith on the advice of counsel or on any document of any kind kind, prima facie properly executed and submitted by any Person respecting any matters arising under this Agreementhereunder. The Seller shall will not be under any obligation to appear in, prosecute prosecute, or defend any legal action that is not incidental to its obligations under this Agreement or its Related Documents Agreement, and that in its opinion may involve it in any expense or liability.

Appears in 147 contracts

Samples: Sale and Servicing Agreement (Santander Drive Auto Receivables Trust 2013-1), Sale and Servicing Agreement (USAA Auto Owner Trust 2010-1), Sale and Servicing Agreement (Volkswagen Auto Loan Enhanced Trust 2012-2)

Limitation on Liability of Seller and Others. The Seller and any director, officer, officer or employee or agent thereof of the Seller may rely in good faith on the advice of counsel or on any document of any kind kind, prima facie properly executed and submitted by any Person respecting any matters arising under this Agreementhereunder. The Seller shall will not be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its obligations under this Agreement or its Related Documents and that in its opinion may involve it in any expense or liability.

Appears in 122 contracts

Samples: Sale and Servicing Agreement (Santander Drive Auto Receivables Trust 2024-2), Sale and Servicing Agreement (Santander Drive Auto Receivables Trust 2024-2), Sale and Servicing Agreement (Santander Drive Auto Receivables LLC)

Limitation on Liability of Seller and Others. The Seller and any director, officer, employee or agent thereof of the Seller may rely in good faith on the advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreementhereunder. The Seller shall not be under any obligation to appear in, prosecute or defend any legal action that is shall not be incidental to its obligations under this Agreement or its Related Documents Agreement, and that in its opinion may involve it in any expense or liability.

Appears in 118 contracts

Samples: Sale and Servicing Agreement (CNH Capital Receivables LLC), Sale and Servicing Agreement (CNH Equipment Trust 2012-A), Sale and Servicing Agreement (CNH Equipment Trust 2011-B)

Limitation on Liability of Seller and Others. The Seller and any director, officer, director or officer or employee or agent thereof of the Seller may rely in good faith on the advice of counsel or on any document of any kind kind, prima facie properly executed and submitted by any Person respecting any matters arising under this Agreementhereunder. The Seller shall not be under any obligation to appear in, prosecute or defend any legal action that is shall not be incidental to its obligations under this Agreement or its Related Documents Agreement, and that in its opinion may involve it in any expense or liability.

Appears in 71 contracts

Samples: Sale and Servicing Agreement (John Deere Owner Trust 2017), Sale and Servicing Agreement (Deere John Capital Corp), Sale and Servicing Agreement (John Deere Owner Trust 2014-B)

Limitation on Liability of Seller and Others. The Seller and any director, officer, employee or agent thereof of the Seller may rely in good faith on the advice of counsel or on any document of any kind kind, prima facie properly executed and submitted by any Person Person, respecting any matters arising under this Agreementhereunder. Subject to Section 4.07, the Seller shall not be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its obligations under this Agreement or its Related Documents Agreement, and that in its opinion may involve it in any expense or liability.

Appears in 59 contracts

Samples: Recovery Property Purchase and Sale Agreement (PG&E Recovery Funding LLC), Recovery Property Purchase and Sale Agreement (SCE Recovery Funding LLC), Recovery Property Purchase and Sale Agreement (PG&E Wildfire Recovery Funding LLC)

Limitation on Liability of Seller and Others. The Seller and any director, officer, director or officer or employee or agent thereof of the Seller may rely in good faith on the advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement. The Seller shall not be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its obligations as Seller of the Receivables under this Agreement or its Related Documents and that in its opinion may involve it in any expense or liability.

Appears in 39 contracts

Samples: Pooling Agreement (Navistar Financial Corp), Pooling Agreement (Navistar Financial Corp), Pooling Agreement (Navistar Financial Corp)

Limitation on Liability of Seller and Others. The Seller and any director, officer, director or officer or employee or agent thereof of the Seller may rely in good faith on the advice of counsel or on any document of any kind kind, prima facie properly executed and submitted by any Person respecting any matters arising under this Agreementhereunder. The Seller shall not be under any obligation to appear in, prosecute or defend any legal action that is shall not be incidental to its obligations under this Agreement or its Related Documents Agreement, and that in its opinion may involve it in any expense or liability.

Appears in 34 contracts

Samples: Sale and Servicing Agreement (United Pan Am Financial Corp), Sale and Servicing Agreement (Onyx Acceptance Owner Trust 2005-A), Sale and Servicing Agreement (Onyx Acceptance Owner Trust 2005-B)

Limitation on Liability of Seller and Others. Seller and any director, manager, officer, employee or agent thereof may rely in good faith on the advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement. Seller shall not be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its obligations under this Agreement or its Related Documents and that in its opinion may involve it in any expense or liability.

Appears in 34 contracts

Samples: Purchase Agreement (Efcar, LLC), Purchase Agreement (Exeter Automobile Receivables Trust 2024-2), Purchase Agreement (Exeter Automobile Receivables Trust 2023-1)

Limitation on Liability of Seller and Others. The Seller and any director, officer, manager or officer or employee or agent thereof of the Seller may rely in good faith on the advice of counsel or on any document of any kind kind, prima facie properly executed and submitted by any Person respecting any matters arising under this Agreementany Basic Document. The Seller shall not be under any obligation to appear in, prosecute or defend any legal action that is shall not be incidental to its obligations under this Agreement or its Related Documents Agreement, and that in its opinion may involve it in any expense or liability.

Appears in 33 contracts

Samples: Sale and Servicing Agreement (Exeter Automobile Receivables Trust 2023-1), Form of Sale and Servicing Agreement (Exeter Automobile Receivables Trust 2023-1), Sale and Servicing Agreement (Exeter Automobile Receivables Trust 2024-2)

Limitation on Liability of Seller and Others. The Seller and any director, officer, officer or employee or agent thereof of the Seller may rely in good faith on the advice of counsel or on any document of any kind kind, prima facie properly executed and submitted by any Person respecting any matters arising under this Agreementany Basic Document. The Seller shall not be under any obligation to appear in, prosecute or defend any legal action that is shall not be incidental to its obligations under this Agreement or its Related Documents Agreement, and that in its opinion may involve it in any expense or liability.

Appears in 30 contracts

Samples: Sale and Servicing Agreement (Americredit Automobile Receivables Trust 2004-B-M), Sale and Servicing Agreement (AFS SenSub Corp.), Sale and Servicing Agreement (United Pan Am Financial Corp)

Limitation on Liability of Seller and Others. Seller The Seller, and any director, officer, director or officer or employee or agent thereof of the Seller, may rely in good faith on the advice of counsel or on any document of any kind kind, prima facie properly executed and submitted by any Person respecting any matters arising under this Agreementhereunder. The Seller shall not be under any obligation to appear in, prosecute prosecute, or defend any legal action that is shall not be incidental to its obligations under this Agreement or its Related Documents Agreement, and that in its opinion may involve it in any expense or liability.

Appears in 29 contracts

Samples: Sale and Servicing Agreement (Mmca Auto Owner Trust 2001-1), Sale and Servicing Agreement (Mmca Auto Receivables Inc), Sale and Servicing Agreement (Mmca Auto Owner Trust 2001-3)

Limitation on Liability of Seller and Others. The Seller and any director, officer, officer or employee or agent thereof of the Seller may rely in good faith on the advice of counsel or on any document of any kind kind, prima facie properly executed and submitted by any Person respecting any matters arising under this Agreementhereunder. The Seller shall not be under any obligation to appear in, prosecute prosecute, or defend any legal action that is shall not be incidental to its obligations under this Agreement or its Related Documents Agreement, and that in its opinion may involve it in any expense or liability.

Appears in 27 contracts

Samples: Sale and Servicing Agreement (Usaa Federal Savings Bank Usaa Auto Owner Trust 2001-1), Sale and Servicing Agreement (Usaa Federal Savings Bank), Sale and Servicing Agreement (Usaa Federal Savings Bank)

Limitation on Liability of Seller and Others. The Seller and any director, officer, employee or agent thereof of the Seller may rely in good faith on the advice of counsel or on any document of any kind kind, prima facie properly executed and submitted by any Person respecting any matters arising hereunder or under this Agreementany other Basic Documents. The Seller shall not be under any obligation under this Agreement to appear in, prosecute prosecute, or defend any legal action that is not incidental shall be unrelated to its obligations under this Agreement or its Related Documents any other Basic Document, and that in its opinion may involve it in any expense or liability.

Appears in 20 contracts

Samples: Sale and Servicing Agreement (Chase Auto Owner Trust 2005-B), Sale and Servicing Agreement (Chase Auto Owner Trust 2005-A), Sale and Servicing Agreement (Chase Manhattan Bank Usa Chase Manhattan Auto Owner Tr 03 C)

Limitation on Liability of Seller and Others. The Seller and any director, officer, employee or agent thereof of the Seller may rely in good faith on the advice of counsel or on any document of any kind kind, prima facie properly executed and submitted by any Person Person, respecting any matters arising under this Agreement. Seller shall not be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its obligations under this Agreement or its Related Documents and that in its opinion may involve it in any expense or liabilityhereunder.

Appears in 20 contracts

Samples: Transition Property Purchase and Sale Agreement (CEC Funding, LLC), Purchase and Sale Agreement (FirstEnergy Ohio PIRB Special Purpose Trust 2013), Transition Property Purchase and Sale Agreement (CEC Funding, LLC)

Limitation on Liability of Seller and Others. The Seller and any director, officer, employee or agent thereof of the Seller may rely in good faith on the advice of counsel or on any document of any kind kind, prima facie properly executed and submitted by any Person Person, respecting any matters arising under this Agreementhereunder. Subject to Section 4.08, the Seller shall not be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its obligations under this Sale Agreement or its Related Documents and that in its opinion may involve it in any expense or liability.

Appears in 17 contracts

Samples: Storm Recovery Property Purchase and Sale Agreement (Duke Energy Progress SC Storm Funding LLC), Storm Recovery Property Purchase and Sale Agreement (Duke Energy Progress SC Storm Funding LLC), Storm Recovery Property Purchase and Sale Agreement (Duke Energy Progress NC Storm Funding LLC)

Limitation on Liability of Seller and Others. The Seller and any director, officer, director or officer or employee or agent thereof of the Seller may rely in good faith on the advice of counsel or on any document of any kind kind, prima facie properly executed and submitted by any Person respecting any matters arising under this Agreementhereunder. The Seller shall not be under any obligation to appear in, prosecute prosecute, or defend any legal action that is shall not be incidental to its obligations under this Agreement or its Related Documents Agreement, and that in its opinion may involve it in any expense or liability.

Appears in 16 contracts

Samples: Trust and Servicing Agreement (Uacsc 2002-a Owner TRST Auto Receivable Back Nt), Pooling and Servicing Agreement (Consumer Portfolio Services Inc), Trust and Servicing Agreement (Uacsc Auto Trusts Uacsc 1999-C Owner Trust Auto Rec Bac Note)

Limitation on Liability of Seller and Others. Seller and any director, officer, director or officer or employee or agent thereof of Seller may rely in good faith on the advice of counsel or on any document of any kind kind, prima facie properly executed and submitted by any Person respecting any matters arising under this Agreementany Basic Document (provided that such reliance shall not limit in any way Seller's obligations under Section 3.2 or 6.3). Seller shall not be under any obligation to appear in, prosecute or defend any legal action that is shall not be incidental to its obligations under this Agreement or its Related Documents Agreement, and that in its opinion may involve it in any expense or liability.

Appears in 14 contracts

Samples: Sale and Servicing Agreement (Wells Fargo Auto Receivables Corp), Sale and Servicing Agreement (Amsouth Auto Corp Inc), Sale and Servicing Agreement (Amsouth Auto Receivables LLC)

Limitation on Liability of Seller and Others. The Seller and any director, officer, employee or agent thereof of the Seller may rely in good faith on the advice of counsel or on any document of any kind kind, prima facie properly executed and submitted by any Person Person, respecting any matters arising under this Agreementhereunder. Subject to Section 4.07, the Seller shall not be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its obligations under this Sale Agreement or its Related Documents and that in its opinion may involve it in any expense or liability.

Appears in 14 contracts

Samples: Securitization Property Purchase and Sale Agreement (Consumers 2023 Securitization Funding LLC), Securitization Property Purchase and Sale Agreement (Consumers Energy Co), Securitization Property Purchase and Sale Agreement (Consumers 2014 Securitization Funding LLC)

Limitation on Liability of Seller and Others. Seller and any director, officer, director or officer or employee or agent thereof of Seller may rely in good faith on the advice of counsel or on any document of any kind kind, prima facie properly executed and submitted by any Person respecting any matters arising under this AgreementAgreement or any Related Agreement (provided that such reliance shall not limit in any way Seller's obligations under Section 3.2). Seller shall not be under any obligation to appear in, prosecute or defend any legal action that is shall not be incidental to its obligations under this Agreement or its Related Documents Agreement, and that in its opinion may involve it in any expense or liability.

Appears in 9 contracts

Samples: Pooling and Servicing Agreement (Bas Securitization LLC), Pooling and Servicing Agreement (Bas Securitization LLC), Pooling and Servicing Agreement (Key Consumer Acceptance Corp)

Limitation on Liability of Seller and Others. The Seller -------------------------------------------- and any director, officer, director or officer or employee or agent thereof of the Seller may rely in good faith on the advice of counsel or on any document of any kind kind, prima facie properly executed and submitted by any Person respecting any matters arising under this Agreementany Basic Document. The Seller shall not be under any obligation to appear in, prosecute or defend any legal action that is shall not be incidental to its obligations under this Agreement or its Related Documents Agreement, and that in its opinion may involve it in any expense or liability.

Appears in 8 contracts

Samples: Sale and Servicing Agreement (Americredit Financial Services Inc), Agreement (Americredit Financial Services Inc), Sale and Servicing Agreement (Americredit Financial Services Inc)

Limitation on Liability of Seller and Others. Seller and any director, officer, employee or agent thereof may rely in good faith on the advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement. Seller shall not be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its obligations under this Agreement or its Related Documents and that in its opinion may involve it in any expense or liability.

Appears in 7 contracts

Samples: Purchase Agreement (Advanta Automobile Receivables Trust 1997-1), Purchase Agreement (Americredit Financial Services Inc), Purchase Agreement (Advanta Automobile Receivables Trust 1997-2)

Limitation on Liability of Seller and Others. The Seller and any director, officer, director or officer or employee or agent thereof of the Seller may rely in good faith on the advice of counsel or on any document of any kind kind, prima facie properly executed and submitted by any Person respecting any matters arising under this Agreementhereunder. The Seller shall not be under any obligation to appear in, prosecute prosecute, or defend any legal action that is shall not be incidental to its obligations under this Agreement or its Related Documents Agreement, and that in its opinion may involve it in any expense or liability.

Appears in 7 contracts

Samples: Pooling and Servicing Agreement (Onyx Acceptance Grantor Trust 1997-3), Pooling and Servicing Agreement (Onyx Acceptance Financial Corp), Pooling and Servicing Agreement (Onyx Acceptance Grantor Trust 1998-1)

Limitation on Liability of Seller and Others. The Seller and any director, officer, officer or employee or agent thereof of the Seller may rely in good faith on the advice of counsel or on any document of any kind kind, prima facie properly executed and submitted by any Person respecting with respect to any matters arising under this Agreementhereunder. The Seller shall will not be under any obligation to appear in, prosecute prosecute, or defend any legal action that is not incidental to its obligations under this Agreement or its Related Documents Agreement, and that in its opinion may involve it in any expense or liability.

Appears in 7 contracts

Samples: Sale and Servicing Agreement (Usaa Acceptance LLC), Sale and Servicing Agreement (Usaa Acceptance LLC), Sale and Servicing Agreement (Porsche Auto Funding LLC)

Limitation on Liability of Seller and Others. The Seller and any director, officer, member or officer or employee or agent thereof of the Seller may rely in good faith on the advice of counsel or on any document of any kind kind, prima facie properly executed and submitted by any Person respecting any matters arising under this Agreementany Basic Document. The Seller shall not be under any obligation to appear in, prosecute or defend any legal action that is shall not be incidental to its obligations under this Agreement or its Related Documents Agreement, and that in its opinion may involve it in any expense or liability.

Appears in 7 contracts

Samples: Subsequent Transfer Agreement (Franklin Auto Trust 2004-2), Sale and Servicing Agreement (Franklin Auto Trust 2003-2), Sale and Servicing Agreement (Franklin Receivables Auto Trust 2003-1)

Limitation on Liability of Seller and Others. The Seller and any director, officer, employee or agent thereof of the Seller may rely in good faith on the advice of counsel or on any document of any kind kind, prima facie properly executed and submitted by any the appropriate Person respecting any matters arising under this Agreementhereunder. The Seller shall not be under any obligation to appear in, prosecute or defend any legal action that is shall not be incidental to its obligations under this Agreement or its Related Documents Agreement, and that in its opinion may involve it in any expense or liability.

Appears in 6 contracts

Samples: Sale and Contribution Agreement (Hercules Technology Growth Capital Inc), Sale and Contribution Agreement (Horizon Technology Finance Corp), Sale and Contribution Agreement (Hercules Technology Growth Capital Inc)

Limitation on Liability of Seller and Others. Seller and any director, officer, director or officer or employee or agent thereof of Seller may rely in good faith on the advice of counsel or on any document of any kind kind, prima facie properly executed and submitted by any Person respecting any matters arising under this AgreementAgreement or any Related Agreement (provided that such reliance shall not limit in any way Seller’s obligations under Section 3.2). Seller shall not be under any obligation to appear in, prosecute or defend any legal action that is shall not be incidental to its obligations under this Agreement or its Related Documents Agreement, and that in its opinion may involve it in any expense or liability.

Appears in 6 contracts

Samples: Pooling and Servicing Agreement (Citizens Auto Receivables, LLC), Pooling and Servicing Agreement (Usaa Acceptance LLC), Pooling and Servicing Agreement (Usaa Acceptance LLC)

Limitation on Liability of Seller and Others. Seller and any director, officer, director or officer or employee or agent thereof of Seller may rely in good faith on the advice of counsel or on any document of any kind kind, prima facie properly executed and submitted by any Person respecting any matters arising under this Agreementany Basic Document (provided that such reliance shall not limit in any way Seller's obligations under Section 3.2). Seller shall not be under any obligation to appear in, prosecute or defend any legal action that is shall not be incidental to its obligations under this Agreement or its Related Documents Agreement, and that in its opinion may involve it in any expense or liability.

Appears in 5 contracts

Samples: Sale and Servicing Agreement (Bas Securitization LLC), Sale and Servicing Agreement (Lehman Brothers Asset Securitization LLC), Sale and Servicing Agreement (Key Consumer Acceptance Corp)

Limitation on Liability of Seller and Others. The Seller and any director, officer, director or officer or employee or agent thereof of the Seller may rely in good faith on the written advice of counsel or on any document of any kind kind, prima facie properly executed and submitted by any Person respecting any matters arising under this Agreementany Transaction Document. The Seller shall not be under any obligation to appear in, prosecute or defend any legal action that is shall not be incidental to its obligations under this Agreement or its Related Documents Agreement, and that in its opinion may involve it in any expense or liability.

Appears in 5 contracts

Samples: Sale and Servicing (National Auto Finance Co Inc), Sale and Servicing Agreement (National Auto Finance Co Inc), Sale and Servicing Agreement (National Financial Auto Funding Trust)

Limitation on Liability of Seller and Others. The Seller and any director, officer, director or officer or employee or agent thereof of the Seller may rely in good faith on the advice of counsel or on any document of any kind kind, prima facie properly executed and submitted by any Person Person, respecting any matters arising under this Agreementhereunder. Subject to Section 5.04, the Seller shall not be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its obligations under this Agreement or its Related Documents Agreement, and that in its opinion may involve it in any expense or liability.

Appears in 4 contracts

Samples: Intangible Transition Property Sale Agreement (Peco Energy Transition Trust), Intangible Transition Property Sale Agreement (Peco Energy Transition Trust), Intangible Transition Property Sale Agreement (Peco Energy Transition Trust)

Limitation on Liability of Seller and Others. The Seller and any director, officer, director or officer or employee or agent thereof of the Seller may rely in good faith on the advice of counsel or on any document of any kind kind, prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement. The Seller shall not be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its obligations as Seller of the Receivables under this Agreement or its Related Documents and that in its opinion may involve it in any expense or liability.

Appears in 4 contracts

Samples: Pooling and Servicing Agreement (Toyota Motor Credit Corp), Pooling and Servicing Agreement (Toyota Motor Credit Corp), Pooling and Servicing Agreement (Toyota Motor Credit Corp)

Limitation on Liability of Seller and Others. The Seller and any director, officer, director or officer or employee or agent thereof of the Seller may rely in good faith on the advice of counsel or on any document of any kind kind, prima facie properly executed and submitted by any Person respecting any matters arising under this Agreementhereunder. The Seller shall not be under any obligation to appear in, prosecute or defend any legal action that is shall not be incidental to its obligations under this Agreement or its Related Documents hereunder, and that in its opinion may involve it in any expense or liability.

Appears in 4 contracts

Samples: Pooling and Servicing Agreement (Asta Funding Inc), Pooling and Servicing Agreement (Asta Funding Inc), Pooling and Servicing Agreement (Asta Funding Inc)

Limitation on Liability of Seller and Others. The Seller -------------------------------------------- and any director, officer, director or officer or employee or agent thereof of the Seller may rely in good faith on the written advice of counsel or on any document of any kind kind, prima facie properly executed and submitted by any Person respecting any matters arising under this Agreementany Basic Document. The Seller shall not be under any obligation to appear in, prosecute or defend any legal action that is shall not be incidental to its obligations under this Agreement or its Related Documents Agreement, and that in its opinion may involve it in any expense or liability.

Appears in 3 contracts

Samples: Sale and Servicing (TFC Enterprises Inc), Sale and Servicing Agreement (TFC Enterprises Inc), Sale and Servicing (TFC Enterprises Inc)

Limitation on Liability of Seller and Others. The Seller and any director, officer, employee or agent thereof of the Seller may rely in good faith on the advice of counsel or on any document of any kind kind, prima facie properly executed and submitted by any Person Person, respecting any matters arising under this Agreementhereunder. Subject to Section 4.07, the Seller shall not be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its obligations under this Agreement or its Related Documents Agreement, and that in its opinion may involve it in any expense or liability.. MISCELLANEOUS PROVISIONS

Appears in 3 contracts

Samples: Transition Property Purchase and Sale Agreement (Entergy Gulf States Reconstruction Funding I, LLC), Transition Property Purchase and Sale Agreement (Entergy Gulf States Reconstruction Funding I, LLC), Transition Property Purchase and Sale Agreement (Entergy Texas Restoration Funding, LLC)

Limitation on Liability of Seller and Others. The Seller and -------------------------------------------- any director, officer, director or officer or employee or agent thereof of the Seller may rely in good faith on the advice of counsel or on any document of any kind kind, prima facie properly executed and submitted by any Person respecting any matters arising under this Agreementany Basic Document. The Seller shall not be under any obligation to appear in, prosecute or defend any legal action that is shall not be incidental to its obligations under this Agreement or its Related Documents Agreement, and that in its opinion may involve it in any expense or liability.

Appears in 3 contracts

Samples: Sale and Servicing Agreement (Americredit Financial Services Inc), Sale and Servicing Agreement (Prudential Securities Secured Financing Corp), Sale and Servicing (Americredit Financial Services Inc)

Limitation on Liability of Seller and Others. The Seller and any director, officer, director or officer or employee or agent thereof of the Seller may rely in good faith on the advice of counsel or on any document of any kind kind, prima facie properly executed and submitted by any Person respecting any matters arising under this Agreementhereunder. The Seller and any director or officer or employee or agent of the Seller shall not be under any obligation to appear inreimbursed by the Owner Trustee or the Indenture Trustee, prosecute or defend any legal action that is not incidental to its obligations under this Agreement or its Related Documents and that in its opinion as the case may involve it in any expense or liability.be,

Appears in 3 contracts

Samples: Sale and Servicing Agreement (WFS Financial 1997-C Owner Trust), Sale and Servicing Agreement (WFS Financial 1997-B Owner Trust), Sale and Servicing Agreement (WFS Financial 1998 a Owner Trust)

Limitation on Liability of Seller and Others. The Seller -------------------------------------------- and any director, officer, director or officer or employee or agent thereof of the Seller may rely in good faith on the advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement. The Seller shall not be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its obligations as Seller of the Receivables under this Agreement or its Related Documents and that in its opinion may involve it in any expense or liability.

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (Navistar Financial Retail Receivables Corporation), Pooling and Servicing Agreement (Navistar Financial Retail Receivables Corporation), Pooling and Servicing Agreement (Navistar Financial Retail Receivables Corporation)

Limitation on Liability of Seller and Others. The Seller and any director, officer, director or officer or employee or agent thereof of the Seller may rely in good faith on the advice of counsel or on any document of any kind kind, prima facie properly executed and submitted by any Person Person, respecting any matters arising under this Agreementhereunder. The Seller shall not be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its obligations under this Agreement or its Related Documents Agreement, and that in its opinion may involve it in any expense or liability.

Appears in 3 contracts

Samples: Purchase and Sale Agreement (PG&E Energy Recovery Funding LLC), Recovery Property Purchase and Sale Agreement (PG&E Energy Recovery Funding LLC), Recovery Property Purchase and Sale Agreement (PG&E Energy Recovery Funding LLC)

Limitation on Liability of Seller and Others. The Seller and any director, officer, employee or agent thereof of the Seller may rely in good faith on the advice of counsel or on any document of any kind kind, prima facie properly executed and submitted by any Person respecting any matters arising under this Agreementhereunder. The Seller shall not be under any obligation under this Agreement to appear in, prosecute prosecute, or defend any legal action that is not incidental shall be unrelated to its obligations under this Agreement or its Related Documents the Agreement, and that in its opinion may involve it in any expense or liability.

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (Usaa Federal Savings Bank), Pooling and Servicing Agreement (Usaa Federal Savings Bank), Pooling and Servicing Agreement (Usaa Federal Savings Bank)

Limitation on Liability of Seller and Others. Seller The Seller, and any director, officer, director or officer or employee or agent thereof of the Seller, may rely in good faith on the advice of counsel or on any document of any kind kind, prima facie properly executed and submitted by any Person respecting any matters arising under this Agreementhereunder. The Seller shall not be under any obligation to appear in, prosecute prosecute, or defend any legal action that is shall not be incidental to its obligations under this Agreement or its Related Documents Agreement, and that in its opinion may involve it in any expense or liability.. SECTION 6.5

Appears in 3 contracts

Samples: Sale and Servicing Agreement (Mmca Auto Receivables Inc), Sale and Servicing Agreement (Mmca Auto Receivables Inc), Sale and Servicing Agreement (Mmca Auto Receivables Inc)

Limitation on Liability of Seller and Others. The Seller and any director, officer, employee or agent thereof of the Seller may rely in good faith on the advice of counsel or on any document of any kind kind, prima facie properly executed and submitted by any Person respecting any matters arising under this the Agreement. The Seller shall not be under any obligation to appear in, prosecute or defend any legal action that is not incidental shall be unrelated to its obligations under this the Agreement or its Related Documents and that in its opinion may involve it in any expense or liability.

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (Fleetwood Credit Receivables Corp), Pooling and Servicing Agreement (Fleetwood Credit Receivables Corp), Pooling and Servicing Agreement (Fleetwood Credit Receivables Corp)

Limitation on Liability of Seller and Others. The Seller and any director, officer, director or officer or employee or agent thereof of the Seller may rely in good faith on the advice of counsel or on any document of any kind kind, prima facie properly executed and submitted by any Person respecting any matters arising hereunder (provided that such reliance shall not limit in any way the Seller’s obligations under this AgreementSection 3.02). The Seller shall not be under any obligation to appear in, prosecute or defend any legal action that is shall not be incidental to its obligations under this Agreement or its Related Documents Agreement, and that in its opinion may involve it in any expense or liability.

Appears in 3 contracts

Samples: Student Loan Transfer Agreement (KeyCorp Student Loan Trust 2005-A), Student Loan Transfer Agreement (Keycorp Student Loan Trust 2004-A), Student Loan Transfer Agreement (Keycorp Student Loan Trust 2003-A)

Limitation on Liability of Seller and Others. The Seller and any director, officer, director or officer or employee or agent thereof of the Seller may rely in good faith on the advice of counsel or on any document of any kind kind, prima facie properly executed and submitted by any Person respecting any matters arising hereunder (provided that such reliance shall not limit in any way the Seller's obligations under this AgreementSection 3.02). The Seller shall not be under any obligation to appear in, prosecute or defend any legal action that is shall not be incidental to its obligations under this Agreement or its Related Documents Agreement, and that in its opinion may involve it in any expense or liability.

Appears in 3 contracts

Samples: Kbusa Student Loan Transfer Agreement (Keycorp Student Loan Trust 2002-A), Kbusa Student Loan Transfer Agreement (Keycorp Student Loan Trust 2001-A), Sale Agreement (First Union Student Loan Trust 1997-1)

Limitation on Liability of Seller and Others. The Seller and any director, officer, employee or agent thereof of the Seller may rely in good faith on the advice of counsel or on any document of any kind kind, prima facie properly executed and submitted by any Person respecting any matters arising under this Agreementany Basic Document. The Seller shall not be under any obligation to appear in, prosecute or defend any legal action that is shall not be incidental to its obligations under this Agreement or its Related Documents Agreement, and that in its opinion may involve it in any expense or liability.

Appears in 3 contracts

Samples: Sale and Servicing (Americredit Automobile Receivables Trust 2003-C-F), Sale and Servicing Agreement (Americredit Financial Services Inc), Sale and Servicing Agreement (Americredit Automobile Receivables Trust 2004-a-F)

Limitation on Liability of Seller and Others. The Seller and any director, officer, director or officer or employee or agent thereof of the Seller may rely in good faith on the written advice of counsel or on any document of any kind kind, prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement. Seller shall not be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its obligations under this Agreement or its Related Documents and that in its opinion may involve it in any expense or liabilityhereunder.

Appears in 2 contracts

Samples: Master Trust Agreement (Aegis Consumer Funding Group Inc), Master Trust Agreement (Aegis Consumer Funding Group Inc)

Limitation on Liability of Seller and Others. The Seller and any director, officer, employee or agent thereof of the Seller may rely in good faith on the advice of counsel or on any document of any kind kind, prima facie properly executed and submitted by any Person respecting any matters arising under this Agreementhereunder. The Seller shall not be under any obligation under this Agreement to appear in, prosecute prosecute, or defend any legal action that is not incidental shall be unrelated to its obligations under this Agreement or its Related Documents Agreement, and that in its opinion may involve it in any expense or liability.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Chase Manhattan Bank Usa National Association), Pooling and Servicing Agreement (Chase Manhattan Bank Usa)

Limitation on Liability of Seller and Others. (a) . The Seller and any director, officer, employee or agent thereof of the Seller may rely in good faith on the advice of counsel or on any document of any kind kind, prima facie properly executed and submitted by any Person Person, respecting any matters arising under this Agreementhereunder. Subject to Section 4.08, the Seller shall not be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its obligations under this Sale Agreement or its Related Documents and that in its opinion may involve it in any expense or liability.

Appears in 2 contracts

Samples: Cost Property Purchase and Sale Agreement (Virginia Power Fuel Securitization, LLC), Cost Property Purchase and Sale Agreement (Virginia Power Fuel Securitization, LLC)

Limitation on Liability of Seller and Others. Seller and any director, officer, director or officer or employee or agent thereof of Seller may rely in good faith on the advice of counsel or on any document of any kind kind, prima facie properly executed and submitted by any Person respecting any matters arising under this Agreementany Basic Document (provided that such reliance shall not limit any way Seller's obligations under Section 3.3 or Section 6.3). Seller shall not be under any obligation to appear in, prosecute or defend any legal action that is shall not be incidental to its obligations under this Agreement or its Related Documents Agreement, and that in its opinion may involve it in any expense or liability.

Appears in 2 contracts

Samples: Sale and Servicing Agreement (M&i Dealer Auto Securitization LLC), Sale and Servicing Agreement (M&i Auto Loan Trust 2002-1)

Limitation on Liability of Seller and Others. The Seller and any director, officer, director or officer or employee or agent thereof of the Seller may rely in good faith on the advice of counsel or on any document of any kind kind, prima facie properly executed and submitted by any Person respecting any matters arising under this Agreementany Basic Document. The Seller shall will not be under any obligation to appear in, prosecute or defend any legal action that is will not be incidental to its obligations under this Agreement or its Related Documents Agreement, and that in its opinion may involve it in any expense or liability.

Appears in 2 contracts

Samples: Sale and Servicing (Triad Automobile Receivables Trust 2002 A), Sale and Servicing (Bond Securitization LLC)

Limitation on Liability of Seller and Others. The Seller and any director, officer, director or officer or employee or agent thereof of the Seller or the Seller's general partner may rely in good faith on the written advice of counsel or on any document of any kind kind, prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement. Seller shall not be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its obligations under this Agreement or its Related Documents and that in its opinion may involve it in any expense or liabilityhereunder.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Aegis Consumer Funding Group Inc), Pooling and Servicing Agreement (Aegis Consumer Funding Group Inc)

Limitation on Liability of Seller and Others. The --------------------------------- ----------- Seller and any director, officer, director or officer or employee or agent thereof of the Seller may rely in good faith on the advice of counsel or on any document of any kind kind, prima facie properly executed and submitted by any Person Person, respecting any matters arising under this Agreementhereunder. Subject to Section 4.07, the Seller shall not be under any obligation to appear in, prosecute or defend any legal action that is shall not be incidental to its obligations under this Agreement or its Related Documents Agreement, and that in its opinion may involve it in any expense or liability.

Appears in 2 contracts

Samples: Transition Property Purchase and Sale Agreement (Sdg&e Funding LLC a De Limited Liability Co), Transition Property Purchase and Sale Agreement (Pg&e Funding LLC)

Limitation on Liability of Seller and Others. The Seller and any director, officer, officer or employee or agent thereof of the Seller may rely in good faith on the advice of counsel or on any document of any kind kind, prima facie properly executed and submitted by any Person respecting any matters arising under this Agreementhereunder. The Seller shall will not be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its obligations under this Agreement or its Related Documents and that in its opinion may involve it in any expense or liability.. 26 Sale and Servicing Agreement (BLAST 2024-2)

Appears in 2 contracts

Samples: Sale and Servicing Agreement (Bridgecrest Lending Auto Securitization Trust 2024-2), Sale and Servicing Agreement (Bridgecrest Lending Auto Securitization Trust 2024-2)

Limitation on Liability of Seller and Others. The Seller and any director, officer, director or officer or employee or agent thereof of the Seller may rely in good faith on the written advice of counsel or on any document of any kind kind, prima facie properly executed and submitted by any Person respecting any matters arising under this Agreementany Basic Document. The Seller shall not be under any obligation to appear in, prosecute or defend any legal action that is shall not be incidental to its obligations under this Agreement or its Related Documents Agreement, and that in its opinion may involve it in any expense or liability.

Appears in 2 contracts

Samples: Sale and Servicing (Advanta Automobile Receivables Trust 1997-1), Sale and Servicing (TFC Enterprises Inc)

Limitation on Liability of Seller and Others. The Seller and any director, officer, employee or agent thereof of the Seller may rely in good faith on the advice of counsel or on any document of any kind kind, prima facie properly executed and submitted by any Person Person, respecting any matters arising under this Agreementhereunder. Subject to Section 4.08, the Seller shall not be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its obligations under this Agreement or its Related Documents and that in its opinion may involve it in any expense or liability.

Appears in 2 contracts

Samples: Purchase and Sale Agreement (PSNH Funding LLC 3), Purchase and Sale Agreement (PSNH Funding LLC 3)

Limitation on Liability of Seller and Others. The Seller and any director, officer, officer or employee or agent thereof of the Seller may rely in good faith on the advice of counsel or on any document of any kind kind, prima facie properly executed and submitted by any Person respecting any matters arising under this Agreementhereunder. The Seller shall will not be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its obligations under this Agreement or its Related Documents and that in its opinion may involve it in any expense or liability.. 23 Sale and Servicing Agreement (SDART 2023-2)

Appears in 2 contracts

Samples: Sale and Servicing Agreement (Santander Drive Auto Receivables Trust 2023-2), Sale and Servicing Agreement (Santander Drive Auto Receivables Trust 2023-2)

Limitation on Liability of Seller and Others. The Seller and any director, officer, employee or agent thereof of the Seller may rely in good faith on the advice of counsel or on any document of any kind kind, prima facie properly executed and submitted by any Person respecting any matters arising under this Agreementhereunder. The Seller shall not be under any obligation to appear in, prosecute or defend any legal action that is shall not be incidental to its obligations under this the Agreement or its Related Documents and that in its opinion may involve it in any expense or liability.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (World Omni Auto Receivables LLC), Pooling and Servicing Agreement (FCC Receivables Corp)

Limitation on Liability of Seller and Others. The Seller and any director, officer, director or officer or employee or agent thereof of the Seller may rely in good faith on the advice of counsel or on any document of any kind kind, prima facie properly executed and submitted by any Person respecting any matters arising under this Agreementany Basic Document (provided that such reliance shall not limit in any way the Seller's obligations under Section 2.4(b)). The Seller shall not be under any obligation to appear in, prosecute or defend any legal action that is shall not be incidental to its obligations under this Agreement or its Related Documents Agreement, and that in its opinion may involve it in any expense or liability.

Appears in 2 contracts

Samples: Sale and Servicing Agreement (Avco Abs Receivables Corp), Sale and Servicing Agreement (Chevy Chase Bank FSB)

Limitation on Liability of Seller and Others. The Seller and any director, officer, officer or employee or agent thereof of the Seller may rely in good faith on the advice of counsel or on any document of any kind kind, prima facie properly executed and submitted by any Person respecting any matters arising under this Agreementhereunder. The Seller shall will not be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its obligations under this Agreement or its Related Documents and that in its opinion may involve it in any expense or liability.. 23 Sale and Servicing Agreement (SDART 2023-6)

Appears in 2 contracts

Samples: Sale and Servicing Agreement (Santander Drive Auto Receivables Trust 2023-6), Sale and Servicing Agreement (Santander Drive Auto Receivables Trust 2023-6)

Limitation on Liability of Seller and Others. The Seller and any director, officer, officer or employee or agent thereof of the Seller may rely in good faith on the advice of counsel or on any document of any kind kind, prima facie properly executed and submitted by any Person respecting any matters arising under this Agreementhereunder. The Seller shall will not be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its obligations under this Agreement or its Related Documents and that in its opinion may involve it in any expense or liability.. 23 Sale and Servicing Agreement (SDART 2023-4)

Appears in 2 contracts

Samples: Sale and Servicing Agreement (Santander Drive Auto Receivables Trust 2023-4), Sale and Servicing Agreement (Santander Drive Auto Receivables Trust 2023-4)

Limitation on Liability of Seller and Others. The Seller and any director, officer, director or officer or employee or agent thereof of the Seller may rely in good faith on the advice of counsel or on any document of any kind kind, prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement. Seller shall not be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its obligations under this Agreement or its Related Documents and that in its opinion may involve it in any expense or liabilityBasic Document.

Appears in 2 contracts

Samples: Sale and Servicing (Silverleaf Resorts Inc), Sale and Servicing Agreement (Silverleaf Resorts Inc)

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Limitation on Liability of Seller and Others. The Seller and any director, officer, employee or agent thereof of the Seller may rely in good faith on the advice of counsel or on any document of any kind kind, prima facie properly executed and submitted by any Person respecting any matters arising under this Agreementhereunder. The Seller shall not be under any obligation under this Agreement to appear in, prosecute prosecute, or defend any legal action that is not incidental shall be unrelated to its obligations under this Agreement or its Related Documents and that in its opinion may involve it in any expense or liabilityAgreement.

Appears in 2 contracts

Samples: Sale and Servicing Agreement (Fidelity Leasing Inc), Sale and Servicing Agreement (Fidelity Leasing Inc)

Limitation on Liability of Seller and Others. The Seller and any director, officer, employee or agent thereof of the Seller may rely in good faith on the advice of counsel or on any document of any kind kind, prima facie properly executed and submitted by any Person Person, respecting any matters arising under this Agreementhereunder. Seller shall not be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its obligations under this Agreement or its Related Documents and that in its opinion may involve it in any expense or liability.ARTICLE 6

Appears in 1 contract

Samples: Purchase and Sale Agreement (PSNH Funding LLC)

Limitation on Liability of Seller and Others. The Seller and any director, officer, director or officer or employee or agent thereof of the Seller may rely in good faith on the advice of counsel or on any document of any kind kind, prima facie properly executed and submitted by any Person Person, respecting any matters arising under this Agreementhereunder. The Seller shall not be under any obligation to appear in, prosecute or defend any legal action that is shall not be incidental to its obligations under this Agreement or its Related Documents Agreement, and that in its opinion may involve it in any expense or liability.. ARTICLE VI

Appears in 1 contract

Samples: Transition Property Purchase and Sale (Northwestern Corp)

Limitation on Liability of Seller and Others. The Seller and --------------------------------------------- any director, officer, director or officer or employee or agent thereof of the Seller may rely in good faith on the advice of counsel or on any document of any kind kind, prima facie properly executed and submitted by any Person respecting any matters arising under this Agreementany Basic Document. The Seller shall not be under any obligation to appear in, prosecute or defend any legal action that is shall not be incidental to its obligations under this Agreement or its Related Documents Agreement, and that in its opinion may involve it in any expense or liability.

Appears in 1 contract

Samples: Sale and Servicing Agreement (Americredit Financial Services Inc)

Limitation on Liability of Seller and Others. Seller and any director, officer, director or officer or employee or agent thereof of Seller may rely in good faith on the advice of counsel or on any document of any kind kind, prima facie properly executed and submitted by any Person respecting any matters arising under this AgreementAgreement or any other Basic Document (provided that such reliance shall not limit in any way Seller’s obligations under Section 3.2 or 6.3). Seller shall not be under any obligation to appear in, prosecute or defend any legal action that is shall not be incidental to its obligations under this Agreement or its Related Documents Agreement, and that in its opinion may involve it in any expense or liability.

Appears in 1 contract

Samples: Sale and Servicing (Bank One Auto Securitization Trust 2003-1)

Limitation on Liability of Seller and Others. The Seller and any director, officer, officer or employee or agent thereof of the Seller may rely in good faith on the advice of counsel or on any document of any kind kind, prima facie properly executed and submitted by any Person respecting any matters arising under this Agreementhereunder. The Seller shall will not be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its obligations under this Agreement or its Related Documents and that in its opinion may involve it in any expense or liability.. SECTION 5.5

Appears in 1 contract

Samples: Sale and Servicing Agreement (Americas Carmart Inc)

Limitation on Liability of Seller and Others. The Seller and any director, officer, director or officer or employee or agent thereof of the Seller may rely in good faith on the advice of counsel or on any document of any kind kind, prima facie properly executed and submitted by any Person respecting any matters arising under this Agreementany Transaction Document. The Seller shall not be under any obligation to appear in, prosecute or defend any legal action that is shall not be incidental to its obligations under this Agreement or its Related Documents Agreement, and that in its opinion may involve it in any expense or liability.

Appears in 1 contract

Samples: Asset Purchase Agreement (Firstplus Financial Group Inc)

Limitation on Liability of Seller and Others. The Seller and any director, officer, employee or agent thereof of the Seller may rely in good faith on the advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreementhereunder. The Seller shall not be under any obligation to appear in, prosecute or defend any legal action that is shall not be incidental to its obligations under this Agreement or its Related Documents Agreement, and that in its opinion may involve it in any expense or liability. SECTION 6.6.

Appears in 1 contract

Samples: Sale and Servicing Agreement (Case Receivables Ii Inc)

Limitation on Liability of Seller and Others. Seller and -------------------------------------------- any director, officer, employee or agent thereof may rely in good faith on the advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement. Seller shall not be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its obligations under this Agreement or its Related Documents and that in its opinion may involve it in any expense or liability.

Appears in 1 contract

Samples: Purchase Agreement (TFC Enterprises Inc)

Limitation on Liability of Seller and Others. Seller and any director, officer, employee or agent thereof may rely in good faith on the advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement. Seller shall not be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its obligations under this Agreement or its Related Documents and that in its opinion may involve it in any expense or liability.. Purchase and Servicing Agreement

Appears in 1 contract

Samples: Purchase and Servicing Agreement (Welund Fund Inc)

Limitation on Liability of Seller and Others. The -------------------------------------------- Seller and any director, officer, director or officer or employee or agent thereof of the Seller may rely in good faith on the advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement. The Seller shall not be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its obligations as Seller of the Receivables under this Agreement or its Related Documents and that in its opinion may involve it in any expense or liability.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Navistar Financial Retail Receivables Corporation)

Limitation on Liability of Seller and Others. The Seller and any director, officer, employee or agent thereof of the Seller may rely in good faith on the advice of counsel or on any document of any kind kind, prima facie properly executed and submitted by any Person respecting any matters arising under this Agreementhereunder. The Seller shall not be under any obligation to appear in, prosecute or defend any legal 42 action that is shall not be incidental to its obligations under this Agreement or its Related Documents and that in its opinion may involve it in any expense or liability.

Appears in 1 contract

Samples: Sale and Servicing Agreement (Toyota Motor Credit Corp)

Limitation on Liability of Seller and Others. The Seller and any director, officer, employee or agent thereof of the Seller may rely in good faith on the advice of counsel or on any document of any kind kind, prima facie properly executed and submitted by any Person Person, respecting any matters arising under this Agreementhereunder. The Seller shall not be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its obligations under this Agreement or its Related Documents Agreement, and that in its opinion may involve it in any expense or liability.

Appears in 1 contract

Samples: Transition Property Purchase and Sale Agreement (Central & South West Corp)

Limitation on Liability of Seller and Others. The Seller and any director, officer, director or officer or employee or agent thereof of the Seller may rely in good faith on the advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement. Seller shall not be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its obligations under this Agreement or its Related Documents and that in its opinion may involve it in any expense or liability.the Second Step Receivables

Appears in 1 contract

Samples: Sale and Servicing Agreement (Capital Auto Receivables Inc)

Limitation on Liability of Seller and Others. The Seller and any director, officer, director or officer or employee or agent thereof of the Seller may rely in good faith on the advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement. Seller shall not be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its obligations under this Agreement or its Related Documents and that in its opinion may involve it in any expense or liabilityhereunder.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Triad Financial Corp)

Limitation on Liability of Seller and Others. Seller and any director, officer, director or officer or employee or agent thereof of Seller may rely in good faith on the advice of counsel or on any document of any kind kind, prima facie properly executed and submitted by any Person respecting any matters arising under this Agreementany Basic Document (provided that such reliance shall not limit any way Seller’s obligations under Section 3.3 or Section 6.3). Seller shall not be under any obligation to appear in, prosecute or defend any legal action that is shall not be incidental to its obligations under this Agreement or its Related Documents Agreement, and that in its opinion may involve it in any expense or liability.

Appears in 1 contract

Samples: Sale and Servicing (M&i Dealer Auto Securitization LLC)

Limitation on Liability of Seller and Others. The Seller and any director, officer, director or officer or employee or agent thereof of the Seller may rely in good faith on the advice of counsel or on any document of any kind kind, prima facie properly executed and submitted by any Person respecting any matters arising under this Agreementany Basic Document (provided that such reliance shall not limit in any way the Seller's obligations under Section 3.2). The Seller shall not be under any obligation to appear in, prosecute or defend any legal action that is shall not be incidental to its obligations under this Agreement or its Related Documents Agreement, and that in its opinion may involve it in any expense or liability.

Appears in 1 contract

Samples: Sale and Servicing Agreement (Oxford Resources Corp)

Limitation on Liability of Seller and Others. The Seller and any director, officer, director or officer or employee or agent thereof of the Seller may rely in good faith on the advice of counsel or on any document of any kind kind, prima facie properly executed and submitted by any Person Person, respecting any matters arising under this Agreementhereunder. Subject to Section 4.08, the Seller shall not be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its obligations under this Agreement or its Related Documents Agreement, and that in its opinion may involve it in any expense or liability.

Appears in 1 contract

Samples: Intangible Transition Property Sale Agreement (West Penn Funding LLC)

Limitation on Liability of Seller and Others. The Seller and any director, officer, director or officer or employee or agent thereof of the Seller may rely in good faith on the advice of counsel or on any document of any kind kind, prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement. Seller shall not be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its obligations under this Agreement or its Related Documents and that in its opinion may involve it in any expense or liabilityhereunder.

Appears in 1 contract

Samples: Sale and Servicing Agreement (DriveTime Automotive, Inc.)

Limitation on Liability of Seller and Others. Seller The seller and any director, officer, director or officer or employee or agent thereof of the seller may rely in good faith on the advice of counsel or on any document of any kind kind, prima facie properly executed and submitted by any Person person respecting any matters arising hereunder (provided that such reliance shall not limit in any way the seller’s obligations under this Agreementsection 3.02 hereof). Seller The seller shall not be under any obligation to appear in, prosecute or defend any legal action that is shall not be incidental to its obligations under this Agreement or its Related Documents agreement, and that in its opinion may involve it in any expense or liability.

Appears in 1 contract

Samples: Student Loan Transfer Agreement (KeyCorp Student Loan Trust 2006-A)

Limitation on Liability of Seller and Others. The Seller and any director, officer, officer or employee or agent thereof of the Seller may rely in good faith on the advice of counsel or on any document of any kind kind, prima facie properly executed and submitted by any Person respecting any matters arising under this Agreementhereunder. The Seller shall not be under any obligation to appear in, prosecute prosecute, or defend any legal action that is shall not be incidental to its obligations under this Agreement or its Related Documents Agreement, and that in its opinion may involve it in any expense or liability. SECTION 6.5.

Appears in 1 contract

Samples: Sale and Servicing Agreement (Ford Motor Credit Co)

Limitation on Liability of Seller and Others. The Seller and any director, officer, officer or employee or agent thereof of the Seller may rely in good faith on the advice of counsel or on any document of any kind kind, prima facie properly executed and submitted by any Person respecting any matters arising under this Agreementhereunder. The Seller shall will not be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its obligations under this Agreement or its Related Documents and that in its opinion may involve it in any expense or liability.liability.‌

Appears in 1 contract

Samples: Form of Sale Agreement

Limitation on Liability of Seller and Others. The Seller and any director, officer, manager, employee or agent thereof of the Seller may rely in good faith on the advice of counsel or on any document of any kind kind, prima facie properly executed and submitted by any Person Person, respecting any matters arising under this Agreement. Seller shall not be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its obligations under this Agreement or its Related Documents and that in its opinion may involve it in any expense or liabilityhereunder.

Appears in 1 contract

Samples: Contribution and Sale Agreement (Hannon Armstrong Sustainable Infrastructure Capital, Inc.)

Limitation on Liability of Seller and Others. Seller -------------------------------------------- and any director, officer, employee or agent thereof may rely in good faith on the advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement. Seller shall not be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its obligations under this Agreement or its Related Documents and that in its opinion may involve it in any expense or liability.

Appears in 1 contract

Samples: Purchase Agreement (TFC Enterprises Inc)

Limitation on Liability of Seller and Others. Seller and any director, officer, director or officer or employee or agent thereof of Seller may rely in good faith on the advice of counsel or on any document of any kind kind, prima facie properly executed and submitted by any Person respecting any matters arising under this AgreementAgreement or any Related Agreement (provided that such reliance shall not limit in any way Seller's obligations under Section 3.2). Seller shall not be under any obligation to appear in, prosecute or defend any legal action that is shall not incidental to its obligations under this Agreement or its Related Documents and that in its opinion may involve it in any expense or liability.be

Appears in 1 contract

Samples: Lehman Brothers Asset Securitization LLC

Limitation on Liability of Seller and Others. The Seller and any director, officer, employee or agent thereof of the Seller may rely in good faith on the advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreementhereunder. The Seller shall not be under any obligation to appear in, prosecute or defend any legal action that is shall not incidental to affect its obligations under this Agreement or its Related Documents Agreement, and that in its opinion may involve it in any expense or liability.

Appears in 1 contract

Samples: Sale and Servicing Agreement (CNH Equipment Trust 2003-B)

Limitation on Liability of Seller and Others. The Seller and any director, officer, officer or employee or agent thereof of the Seller may rely in good faith on the advice of counsel or on any document of any kind prima facie kind, primafacie properly executed and submitted by any Person respecting any matters arising under this Agreementhereunder. The Seller shall not be under any obligation to appear in, prosecute prosecute, or defend any legal action that is shall not be incidental to its obligations under this Agreement or its Related Documents Agreement, and that in its opinion may involve it in any expense or liability.

Appears in 1 contract

Samples: Sale and Servicing Agreement (Ford Credit Auto Receivables Two L P)

Limitation on Liability of Seller and Others. The Seller -------------------------------------------- and any director, officer, director or officer or employee or agent thereof of the Seller may rely in good faith on the advice of counsel or on any document of any kind kind, prima facie properly executed and submitted by any Person Person, respecting any matters arising under this Agreementhereunder. Subject to Section 4.07, the Seller shall not be under any obligation to appear in, prosecute or defend any legal action that is shall not be incidental to its obligations under this Agreement or its Related Documents Agreement, and that in its opinion may involve it in any expense or liability.

Appears in 1 contract

Samples: Transition Property Purchase and Sale Agreement (Sierra Pacific Power Co)

Limitation on Liability of Seller and Others. The Seller and any director, officer, officer or employee or agent thereof of the Seller may rely in good faith on the advice of counsel or on any document of any kind kind, prima facie properly executed and submitted by any Person respecting any matters arising under this Agreementhereunder. The Seller shall will not be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its obligations under this Agreement or its Related Documents and that in its opinion may involve it in any expense or liability.. 23 Sale and Servicing Agreement (20[ ]-[ ])

Appears in 1 contract

Samples: Sale and Servicing Agreement (Santander Drive Auto Receivables LLC)

Limitation on Liability of Seller and Others. The Seller and any director, officer, officer or employee or agent thereof of the Seller may rely in good faith on the advice of counsel or on any document of any kind kind, prima facie properly executed and submitted by any Person respecting any matters arising under this Agreementhereunder. The Seller shall will not be under any obligation to appear in, prosecute prosecute, or defend any legal action that is not incidental to its obligations under this Agreement or its Related Documents Agreement, and that in its opinion may involve it in any expense or liability.. Sale & Servicing Agreement (VALET 2008-1) 20

Appears in 1 contract

Samples: Sale and Servicing Agreement (Volkswagen Auto Loan Enhanced Trust 2008-1)

Limitation on Liability of Seller and Others. The Seller and any director, officer, director or officer or employee or agent thereof of the Seller may rely in good faith on the advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement. The Seller shall not be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its obligations as Seller of the Loans under this Agreement or its Related Documents and that in its opinion may involve it in any expense or liability.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Alliance Laundry Holdings LLC)

Limitation on Liability of Seller and Others. The Seller and any director, officer, employee or agent thereof of the Seller may rely in good faith on the advice of counsel or on any document of any kind kind, prima facie properly executed and submitted by any the appropriate Person respecting any matters arising under this Agreementhereunder. The Seller shall not be under any obligation to appear in, prosecute or defend any legal action that is shall not be incidental to its obligations under this Agreement or its Related Documents Agreement, and that in its opinion may involve it in any expense or liability.. BUSINESS.29147458.4

Appears in 1 contract

Samples: Sale and Contribution Agreement (Hercules Capital, Inc.)

Limitation on Liability of Seller and Others. The Seller and any director, officer, officer or employee or agent thereof of the Seller may rely in good faith on the advice of counsel or on any document of any kind kind, prima facie properly executed and submitted by any Person person respecting any matters arising under this Agreementhereunder. The Seller shall will not be under any obligation to appear in, prosecute prosecute, or defend any legal action that is not incidental to its obligations under this Agreement or its Related Documents Agreement, and that in its opinion may involve it in any expense or liability.

Appears in 1 contract

Samples: Sale and Servicing Agreement (Capital One Auto Receivables LLC)

Limitation on Liability of Seller and Others. The Seller and any director, officer, officer or employee or agent thereof of the Seller may rely in good faith on the advice of counsel or on any document of any kind kind, prima facie properly executed and submitted by any Person respecting any matters arising under this Agreementhereunder. The Seller shall will not be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its obligations under this Agreement or its Related Documents Agreement, and that in its opinion may involve it in any expense or liability.

Appears in 1 contract

Samples: Sale Agreement (Fifth Third Holdings Funding, LLC)

Limitation on Liability of Seller and Others. The Seller and any director, officer, officer or employee or agent thereof of the Seller may rely in good faith on the advice of counsel or on any document of any kind kind, prima facie properly executed and submitted by any Person respecting any matters arising under this Agreementhereunder. The Seller shall will not be under any obligation to appear in, prosecute prosecute, or defend any legal action that is not incidental to its obligations under this Agreement or its Related Documents Agreement, and that in its opinion may involve it in any expense or liability.. Sale Agreement (2006-G1)

Appears in 1 contract

Samples: Sale Agreement (Banc of America Securities Auto Trust 2006-G1)

Limitation on Liability of Seller and Others. The Seller and -------------------------------------------- any director, officer, director or officer or employee or agent thereof of the Seller may rely in good faith on the advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement. The Seller shall not be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its obligations as Seller of the Receivables under this Agreement or its Related Documents and that in its opinion may involve it in any expense or liability.

Appears in 1 contract

Samples: Pooling Agreement (Navistar Financial Retail Receivables Corporation)

Limitation on Liability of Seller and Others. The Seller and any director, officer, director or officer or employee or agent thereof of the Seller may rely in good faith on the advice of counsel or on any document of any kind kind, prima facie properly executed and submitted by any Person respecting any matters arising under this Agreementhereunder. The Seller shall not be under any obligation to appear in, prosecute prosecute, or defend any legal action that is shall not be incidental to its obligations under this Agreement or its Related Documents the Agreement, and that in its opinion may involve it in any expense or liability.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Ford Credit Auto Receivables Corp)

Limitation on Liability of Seller and Others. The Seller -------------------------------------------- and any director, officer, employee or agent thereof of the Seller may rely in good faith on the advice of counsel or on any document of any kind kind, prima facie properly executed and submitted by any Person respecting any matters arising under this Agreementhereunder. The Seller shall not be under any obligation to appear in, prosecute or defend any legal action that is shall not be incidental to its obligations under this Agreement or its Related Documents Agreement, and that in its opinion may involve it in any expense or liability.

Appears in 1 contract

Samples: Sale and Servicing Agreement (World Omni Auto Receivables LLC)

Limitation on Liability of Seller and Others. The Seller and any director, officer, director or officer or employee or agent thereof of the Seller may rely in good faith on the advice of counsel or on any document of any kind kind, prima facie properly ----- ----- executed and submitted by any Person respecting any matters arising under this Agreementhereunder. The Seller shall not be under any obligation to appear in, prosecute or defend any legal action that is shall not be incidental to its obligations under this Agreement or its Related Documents Agreement, and that in its opinion may involve it in any expense or liability.

Appears in 1 contract

Samples: Sale and Servicing Agreement (Auto Nations Receivables Corp)

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