Agent's liability. Remain personally liable to the Supplier/ Principal ATOL holder for monies which it has failed to collect in accordance with the terms of this Agreement and the Supplier/ Principal ATOL holder's booking conditions, where a booking has been confirmed by the Supplier/ Principal ATOL holder without:
(a) collecting a deposit and/or balance from the client; or
(b) collecting the total cost of the Travel Arrangements in the case of a late booking; or
(c) collecting any other sums due under the client's contract with the Supplier/ Principal ATOL holder such as amendment fees;
Agent's liability. Neither the Agent nor any of its directors, officers, employees, attorneys, and other agents shall be liable for any action or omission on their respective parts except for gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent: (a) may treat the payee of any Revolving Credit Note as the holder thereof until the Agent receives a fully executed copy of the Assignment Agreement required by Section 0 of this Agreement signed by such payee and in form satisfactory to the Agent and the fee required by Section 0 of this Agreement; (b) may consult with legal counsel, independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice or such counsel, accountants or experts which have been selected by the Agent with reasonable care; (c) makes no warranty or representation to any Bank and shall not be responsible to any Bank for any statements, warranties or representations made in or in connection with this Agreement or any other Loan Document, including, without limitation, the truth of the statements made in any certificate delivered by the Borrower under Sections 0 or 0 of this Agreement or in any Credit Request, Rate Continuation/Conversion Request or any other similar notice or delivery, the Agent being entitled for the purposes of determining fulfillment of the conditions set forth therein to rely conclusively upon such certificates; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement, the Revolving Credit Notes or any other Loan Document or to inspect the property (including the books and records) of the Borrower; (e) shall not be responsible to any Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, or collateral covered by any agreement or any other Loan Document and (f) shall incur no liability under or in respect of this Agreement, the Revolving Credit Notes or any other Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram, telecopy, cable or telex) believed by it in good faith to be genuine and correct and signed or sent by the proper party or parties. Neither the Agent nor any of its directors, officers, employees or agents shall have any responsibility to the B...
Agent's liability. Notwithstanding anything to the contrary in this Agreement, Trust Deed and/or the ETP Securities, the Agents shall not be liable to any person for any matter or thing done or omitted to be done in any way in connection with this Agreement save in relation to its own negligence, wilful default or fraud.
Agent's liability. The Agent shall remain personally liable to the Principal for monies which it has failed to collect in accordance with the terms of this Agreement and the Principal's booking conditions, where a booking has been confirmed by the Principal without:
(a) collecting a deposit and/or balance from the customer; or
(b) collecting the total cost of the Travel Arrangements in the case of a late booking; or
(c) collecting any other sums due under the customer's contract with the Principal such as amendment fees;
Agent's liability. The Agent's liability is limited in the ----------------- following ways:
(a) The Agent shall not be responsible for acts or omissions of any contractor, any subcontractor or any of their agents or employees or any other persons performing any of the work on the Owner which did not result from the negligence or misconduct of Agent.
(b) The Agent shall not be responsible for errors or omissions of the architect, his or its engineers, employees or agents or any other independent engineer, surveyor or other professionals providing services in connection with the construction of the Owner which did not result from the negligence or misconduct of Agent.
Agent's liability. Each Agent shall be protected and shall incur no liability for or in respect of any action taken, omitted or suffered in reliance upon any instruction, request or order from the Issuer or the Trustee, or any Security, notice, resolution, direction, consent, certificate, affidavit, statement, cable or other paper or document which it reasonably believes to be genuine and to have been delivered, signed or sent by the proper party or parties and which is not manifestly wrong or upon written instructions from the Issuer or the Trustee.
Agent's liability. The Agent shall not be liable, except for its own gross negligence or willful misconduct, and except with respect to claims based upon such gross negligence or willful misconduct, that are successfully asserted against the Agent, and any Person acting as the successor to the Agent, from and against any and all losses, liabilities, claims, actions, damages and expenses, including reasonable attorneys' fees and disbursements, arising out of or in connection with the Agent's good faith acceptance of or performances of its duties and obligations under the Transaction Documents. The Agent shall be under no duty to institute any suit, or to take any remedial procedures or to enter any appearance or in any way defend any suit in which it may be made a defendant hereunder until it shall be indemnified as provided herein. The Agent may act pursuant to the advice of counsel with respect to any matter relating to the Transaction Documents, and shall not be liable for any action taken or omitted in accordance with such advice.
Agent's liability. Neither the Agent nor any Associate of the Agent nor any of their respective directors, officers, employees, agents or successors is responsible to the Financiers or a Transaction Party for:
(a) any recitals, statements, representations or warranties contained in any Transaction Document, or in any certificate or other document referred to or provided for in, or received by any of them under, any Transaction Document;
(b) the value, validity, effectiveness, genuineness, enforceability or sufficiency of any Transaction Document (other than as against the Agent) or any other certificate or document referred to or provided for in, or received by any of them under, any Transaction Document;
(c) any failure by a Transaction Party or any Financier to perform its obligations under any Transaction Document; or
(d) any action taken or omitted to be taken by it or them under any Transaction Document or in connection with any Transaction Document except in the case of its or their own fraud or wilful misconduct or gross negligence.
Agent's liability. (a) Neither the Agent nor any Related Body Corporate of the Agent nor any of their respective directors, officers, employees, agents or successors is responsible to the Lenders or an Obligor for:
(1) any recitals, statements, representations or warranties contained in any Finance Document, or in any certificate or other document referred to or provided for in, or received by any of them under, any Finance Document;
(2) the value, validity, effectiveness, genuineness, enforceability or sufficiency of any Finance Document (other than as against the Agent) or any other certificate or document referred to or provided for in, or received by any of them under, any Finance Document;
(3) any failure by an Obligor or any Lender to perform its obligations under any Finance Document;
(4) any action taken or omitted to be taken by it or them under any Finance Document or in connection with any Finance Document except in the case of its or their own fraud or wilful misconduct or gross negligence; or
(5) taking, or failing to take, any action for the purposes of the PPSA, whether for the benefit of all the Finance Parties or any particular Finance Party, unless it is expressly instructed to do so by the Majority Lenders.
(b) The Agent is not responsible for identifying or perfecting under the PPSA any security interest which may be constituted by or contained in any Finance Document or any other agreement, arrangement or document. Without limiting the foregoing, the Agent is not responsible for identifying or perfecting under the PPSA any security interest which may be created by an assignment or transfer under clause 19.2.
(c) The Agent is not negligent solely because it has not identified, or has failed to perfect under the PPSA, any security interest which may be constituted by or be contained in any Finance Document or any other agreement, arrangement or document relating to the Finance Documents, unless it has been expressly instructed by the Majority Lenders.
Agent's liability. (a) remain personally liable to the Principal for monies which it has failed to collect in accordance with the terms of this Agreement and the Booking Conditions, where a booking has been confirmed by the Principal without the Agent:
(i) collecting a deposit and/or balance from the client; or
(ii) collecting the total cost of the Travel Arrangements in the case of a Late Booking; or
(iii) collecting any other sums due under the Lead Name’s contract with the Principal, such as amendment fees;
(b) remain personally liable to the Principal for monies which it has collected from the client(s) in accordance with the terms of this Agreement and the Booking Conditions, where a booking has been confirmed by the Principal and the Agent has not remitted the monies paid to the Principal.
