Common use of Claims and Liabilities Clause in Contracts

Claims and Liabilities. 14.1 If the Issuer is in default under the Conditions and the Debenture Holders of any Tranche or the Debenture Holders' Representative suffers any losses or damage as a direct result of such default, the Debenture Holders' Representative and the relevant Debenture Holders, through the Debenture Holders' Representative, shall be entitled to claim against the Issuer for the actual damages, costs and expenses resulting from such default. 14.2 The Debenture Holders' Representative shall only be liable to the Debenture Holders for any loss or the damage incurred by it as a direct result of the willful misconduct or failure to exercise due care as could be expected under the debenture holders' representative professional standard in the performance or non-performance of its obligations by the Debenture Holders' Representative or its officers, directors, employees or agents as provided in the Conditions, Applicable Law and this Agreement. 14.3 The Debenture Holders' Representative in performing its duties under the Conditions: (a) shall not have any responsibility or liability in respect of any failure or delay by the Issuer in performing its respective obligations hereunder or under the Conditions, or other agreements relating thereto and hereto; and (b) shall not have any responsibility or liability in respect of the execution, effectiveness, enforceability, sufficiency, legality, validity or genuineness of the Conditions, the agreements and documents referred to herein and therein, or of any certificate, report, document of title or other document delivered hereunder or thereunder, or any statement of the Issuer herein or therein. (c) shall not have any responsibility or liability for any loss or damage arising from actions taken in accordance with the resolution of the Debenture Holders' meeting.

Claims and Liabilities. 14.1 If 11.1 The Bondholders' Representative shall not be responsible for acting upon any resolution purporting to have been passed at any meeting of the Bondholders in accordance with the Conditions even though it may subsequently be found that there was some defect in the constitution of such meeting or the passing of such resolution or that, for any reason, such resolution was not valid or binding upon the Bondholders (except that such defect or invalidity was due to its gross negligence or willful misconduct). 11.2 The Bondholders' Representative shall not be liable to the Issuer is in default under the Conditions or any Bondholder by reason of having accepted as valid or not having rejected any certificate of Bond purporting to be such and the Debenture Holders of any Tranche subsequently found to be forged, stolen or the Debenture Holders' Representative suffers any losses not authentic (other than for its gross negligence or damage as a direct result of such default, the Debenture Holders' Representative and the relevant Debenture Holders, through the Debenture Holders' Representative, shall be entitled to claim against the Issuer for the actual damages, costs and expenses resulting from such defaultwillful misconduct or bad faith). 14.2 11.3 The Debenture HoldersBondholders' Representative shall only be liable to the Debenture Holders Issuer and/or Bondholders in relation to the damages incurred from willful misconduct or negligence or bad faith in the performance of its obligations as provided in and/or any breach by the Bondholders' Representative of the Conditions, applicable laws and this Agreement. Without prejudice to the immediately preceding sentence, the Bondholders' Representative shall not be held responsible for any loss or the damage incurred by arising out of any action it as has taken in accordance with a direct result resolution of the willful misconduct or failure to exercise due care as could be expected under the debenture holdersBondholders' representative professional standard in the performance or non-performance of its obligations by the Debenture Holders' Representative or its officers, directors, employees or agents as provided in the Conditions, Applicable Law and this Agreementmeeting. 14.3 11.4 The Debenture HoldersBondholders' Representative in performing its duties under the Conditions: (a) shall not have any responsibility or liability in respect of any failure or delay by the Issuer in performing its respective obligations hereunder or under the Conditions, or other agreements relating thereto and hereto; and (b) shall not have any responsibility or liability in respect of the execution, effectiveness, enforceability, sufficiency, legality, validity or genuineness of the Conditions, the agreements and documents referred to herein and therein, or of any certificate, report, document of title or other document delivered hereunder or thereunder, or any statement of the Issuer herein or therein, provided that the Bondholders' Representative has carried out reasonable enquiries and investigation which the Bondholders' Representative would normally make and has acted in accordance with its professional judgment. (c) 11.5 Notwithstanding any provision in this Agreement to the contrary, the Bondholders' Representative shall not have any responsibility be liable for special, indirect, punitive or liability for any consequential loss or damage arising from actions taken of any kind whatsoever (including but not limited to lost profits), except in accordance with the resolution case of the Debenture HoldersBondholders' meetingRepresentative's gross negligence or willful misconduct.

Claims and Liabilities. 14.1 11.1 If the Issuer is in default under of the Conditions and the Debenture Holders terms of any Tranche or this Agreement and the Debenture HoldersDebentureholders' Representative suffers suffer any losses loss or damage as a direct result of such defaultdamage, the Debenture HoldersDebentureholders' Representative and the relevant Debenture Holders, through the Debenture Holders' Representative, shall be entitled to claim against the Issuer for the actual any damages, costs and expenses reasonably incurred by them resulting from such default. 14.2 11.2 The Debentureholders' Representative shall not be responsible for acting upon any resolution purporting to have been passed at any meeting of the Debentureholders in accordance with the Conditions even though it may subsequently be found that there was some defect in the constitution of such meeting or the passing of such resolution or that, for any reason, such resolution was not valid or binding upon the Debentureholders (except that such defect or invalidity was due to its failure to act in accordance with the professional standard as can be reasonably expected from a person acting as a debentureholders' representative). 11.3 The Debentureholders' Representative shall not be liable to the Issuer or any Debentureholder by reason of having accepted as valid or not having rejected any Debenture HoldersCertificate purporting to be such and subsequently found to be forged, stolen or not authentic (other than for its failure to act in accordance with the professional standard as can be reasonably expected from a person acting as a debentureholders' representative). 11.4 The Debentureholders' Representative shall only be liable to the Debenture Holders Debentureholders in relation to the damages incurred from its failure to act in accordance with the professional standard as can be reasonably expected from a person acting as a debentureholders' representative). Without prejudice to the immediately preceding sentence, the Debentureholders' Representative shall not be held responsible for any loss or the damage incurred by arising out of action it as has taken in accordance with a direct result resolution of the willful misconduct or failure to exercise due care as could be expected under the debenture holdersDebentureholders' representative professional standard in the performance or non-performance of its obligations by the Debenture Holders' Representative or its officers, directors, employees or agents as provided in the Conditions, Applicable Law and this Agreementmeeting. 14.3 11.5 The Debenture HoldersDebentureholders' Representative in performing its duties under the Conditions: (a) shall not have any responsibility or liability in respect of any failure or delay by the Issuer in performing its respective obligations hereunder or under the Conditions, Conditions or other agreements relating thereto and hereto; and (b) shall not have any responsibility or liability in respect of the execution, effectiveness, enforceability, sufficiency, legality, validity or genuineness of the Conditions, the agreements and documents referred to herein and therein, or of any certificate, report, document of title or other document delivered hereunder or thereunder, or any statement of the Issuer herein or therein. (c) 11.6 Notwithstanding any provision in this Agreement to the contrary, the Debentureholders' Representative shall not have any responsibility be liable for special, indirect, punitive or liability for any consequential loss or damage arising from actions taken of any kind whatsoever (including but not limited to lost profits), except in the case of the Debentureholders' Representative's failure to act in accordance with the resolution of the Debenture Holdersprofessional standard as can be reasonably expected from a person acting as a debentureholders' meetingrepresentative).

Claims and Liabilities. 14.1 11.1 If the Issuer is in default under of the Conditions and the Debenture Holders terms of any Tranche or this Agreement and the Debenture HoldersDebentureholders' Representative suffers suffer any losses or damage as a direct result of such defaultdamage, the Debenture HoldersDebentureholders' Representative and the relevant Debenture Holders, through the Debenture Holders' Representative, shall be entitled to claim against the Issuer for the actual damages, costs and expenses reasonably incurred by them resulting from such default, except to the extent the Debentureholders' Representative is identical to the Registrar and has already, with respect to the same default, claimed for damages, costs and expenses under clause 12.1 of the Registrar Appointment Agreement and except to the extent the Registrar has contributed to such loss or damage by its failure to act in accordance with the professionalstandard as can be reasonably expected from a person acting as a registrar or has neglected its duty to mitigate. 14.2 11.2 The Debentureholders' Representative shall not be responsible for acting upon any resolution purporting to have been passed at any meeting of the Debentureholders in accordance with the Conditions even though it may subsequently be found that there was some defect in the constitution of such meeting or the passing of such resolution or that, for any reason, such resolution was not valid or binding upon the Debentureholders (except that such defect or invalidity was due to its failure to act in accordance with the professional standard as can be reasonably expected from a person acting as a debentureholders' representative). 11.3 The Debentureholders' Representative shall not be liable to the Issuer or any Debentureholder by reason of having accepted as valid or not having rejected any Debenture HoldersCertificate purporting to be such and subsequently found to be forged, stolen or not authentic (other than for its failure to act in accordance with the professional standard as can be reasonably expected from a person acting as a debentureholders' representative). 11.4 The Debentureholders' Representative shall only be liable to the Debenture Holders for any loss or Debentureholders in relation to the damage damages incurred by it from its failure to act in accordance with the professional standard as can be reasonably expected from a person acting as a direct result of the willful misconduct or failure to exercise due care as could be expected under the debenture holdersdebentureholders' representative professional standard in the performance or non-performance of its obligations by the Debenture Holders' Representative or its officers, directors, employees or agents as provided in the Conditions, Applicable Law and this Agreementrepresentative. 14.3 11.5 The Debenture HoldersDebentureholders' Representative in performing its duties under the Conditions: (a) shall not have any responsibility or liability in respect of any failure or delay by the Issuer in performing its respective obligations hereunder or under the Conditions, Conditions or other agreements relating thereto and hereto; and (b) shall not have any responsibility or liability in respect of the execution, effectiveness, enforceability, sufficiency, legality, validity or genuineness of the Conditions, the agreements and documents referred to herein and therein, or of any certificate, report, document of title or other document delivered hereunder or thereunder, or any statement of the Issuer herein or therein. (c) 11.6 Notwithstanding any provision in this Agreement to the contrary, the Debentureholders' Representative shall not have any responsibility be liable for special, indirect, punitive or liability for any consequential loss or damage arising from actions taken of any kind whatsoever (including but not limited to lost profits), except in the case of the Debentureholders' Representative's failure to act in accordance with the resolution of the Debenture Holdersprofessional standard as can be reasonably expected from a person acting as a debentureholders' meetingrepresentative.

Claims and Liabilities. 14.1 If 11.1 The Debentureholders' Representative shall not be responsible for acting upon any resolution purporting to have been passed at any meeting of the Debentureholders in accordance with the Conditions even though it may subsequently be found that there was some defect in the constitution of such meeting or the passing of such resolution or that, for any reason, such resolution was not valid or binding upon the Debentureholders (except that such defect or invalidity was due to its gross negligence or willful misconduct). 11.2 The Debentureholders' Representative shall not be liable to the Issuer is in default under the Conditions or any Debentureholder by reason of having accepted as valid or not having rejected any certificate of Debenture purporting to be such and the Debenture Holders of any Tranche subsequently found to be forged, stolen or the Debenture Holders' Representative suffers any losses not authentic (other than for its gross negligence or damage as a direct result of such default, the Debenture Holders' Representative and the relevant Debenture Holders, through the Debenture Holders' Representative, shall be entitled to claim against the Issuer for the actual damages, costs and expenses resulting from such defaultwillful misconduct or bad faith). 14.2 11.3 The Debenture HoldersDebentureholders' Representative shall only be liable to the Debenture Holders Issuer and/or Debentureholders in relation to the damages incurred from willful misconduct or negligence or bad faith in the performance of its obligations as provided in and/or any breach by the Debentureholders' Representative of the Conditions, applicable laws and this Agreement. Without prejudice to the immediately preceding sentence, the Debentureholders' Representative shall not be held responsible for any loss or the damage incurred by arising out of action it as has taken in accordance with a direct result resolution of the willful misconduct or failure to exercise due care as could be expected under the debenture holdersDebentureholders' representative professional standard in the performance or non-performance of its obligations by the Debenture Holders' Representative or its officers, directors, employees or agents as provided in the Conditions, Applicable Law and this Agreementmeeting. 14.3 11.4 The Debenture HoldersDebentureholders' Representative in performing its duties under the Conditions: (a) shall not have any responsibility or liability in respect of any failure or delay by the Issuer in performing its respective obligations hereunder or under the Conditions, or other agreements relating thereto and hereto; and (b) shall not have any responsibility or liability in respect of the execution, effectiveness, enforceability, sufficiency, legality, validity or genuineness of the Conditions, the agreements and documents referred to herein and therein, or of any certificate, report, document of title or other document delivered hereunder or thereunder, or any statement of the Issuer herein or therein, provided that the Debentureholders' Representative has carried out reasonable enquiries and investigation which the Debentureholders' Representative would normally make and has acted in accordance with its professional judgment. (c) 11.5 Notwithstanding any provision in this Agreement to the contrary, the Debentureholders' Representative shall not have any responsibility be liable for special, indirect, punitive or liability for any consequential loss or damage arising from actions taken of any kind whatsoever (including but not limited to lost profits), except in accordance with the resolution case of the Debenture HoldersDebentureholders' meetingRepresentative's gross negligence or willful misconduct.