Common use of Exculpation of Liability Clause in Contracts

Exculpation of Liability. Nothing herein contained shall be construed to constitute Agent or any Lender as any Borrower’s agent for any purpose whatsoever, nor shall Agent or any Lender be responsible or liable for any shortage, discrepancy, damage, loss or destruction of any part of the Collateral wherever the same may be located and regardless of the cause thereof, except for the gross negligence or willful misconduct of the Agent as determined by a final and non-appealable judgment of a court of competent jurisdiction. Neither Agent nor any Lender, whether by anything herein or in any assignment or otherwise, assume any of any Borrower’s obligations under any contract or agreement assigned to Agent or such Lender, and neither Agent nor any Lender shall be responsible in any way for the performance by any Borrower of any of the terms and conditions thereof.

Exculpation of Liability. Nothing herein contained shall be construed to constitute Agent or any Lender as any Borrower’s agent for any purpose whatsoeverwhatsoever (except to the extent necessary for the exercise of any power of attorney contained herein), nor shall Agent or any Lender be responsible or liable for any shortage, discrepancy, damage, loss or destruction of any part of the Collateral wherever the same may be located and regardless of the cause thereof, except for the gross negligence or willful misconduct of the Agent as determined by a final and non-appealable judgment of a court of competent jurisdiction. Neither Agent nor any Lender, whether by anything herein or in any assignment or otherwise, assume any of any Borrower’s obligations under any contract or agreement assigned to Agent or such Lender, and neither Agent nor any Lender shall be responsible in any way for the performance by any Borrower of any of the terms and conditions thereof.

Exculpation of Liability. Nothing herein contained shall be construed to constitute Agent or any Lender as any Borrower’s and each of its Subsidiaries’ agent for any purpose whatsoever, nor shall Agent or any Lender be responsible or liable for any shortage, discrepancy, damage, loss or destruction of any part of the Collateral wherever the same may be located and regardless of the cause thereof, except for the thereof unless arising from gross negligence or willful misconduct of the Agent as determined by a final and non-appealable judgment of a court of competent jurisdictionor Lender or their agents. Neither Agent nor any Lender, whether by anything herein or in any assignment or otherwise, assume any of any Borrower’s or any of its Subsidiaries’ obligations under any contract or agreement assigned to Agent or such Lender, and neither Agent nor any Lender shall be responsible in any way for the performance by Borrower or any Borrower of its Subsidiaries of any of the terms and conditions thereof.

Exculpation of Liability. Nothing herein contained shall be construed to constitute Agent or any Lender as any Borrower’s agent for any purpose whatsoever, nor shall Agent or any Lender be responsible or liable for any shortage, discrepancy, damage, loss or destruction of any part of the Collateral wherever the same may be located and regardless of the cause thereof, except for to the extent caused by Agent’s or such Lender’s gross negligence or willful misconduct of the Agent as determined by a final and non-appealable judgment of a court of competent jurisdictionmisconduct. Neither Agent nor any Lender, whether by anything herein or in any assignment or otherwise, will assume any of any Borrower’s obligations under any contract or agreement assigned to Agent or such Lender, and neither Agent nor any Lender shall be responsible in any way for the performance by any Borrower of any of the terms and conditions thereof.

Exculpation of Liability. Nothing herein contained shall be construed to constitute Agent or any Lender as any Borrower’s 's agent for any purpose whatsoever, nor shall Agent or any Lender be responsible or liable for any shortage, discrepancy, damage, loss or destruction of any part of the Collateral wherever the same may be located and regardless of the cause thereof, except for unless such shortage, discrepancy, damage, loss or destruction results from the gross (not mere) negligence or willful misconduct of the Agent as determined by a final and non-appealable judgment of a court of competent jurisdictionor Lenders. Neither Agent nor any Lender, whether by anything herein or in any assignment or otherwise, assume any of any Borrower’s 's obligations under any contract or agreement assigned to Agent or such Lender, and neither Agent nor any Lender shall be responsible in any way for the performance by any Borrower of any of the terms and conditions thereof.

Exculpation of Liability. Nothing herein contained shall be construed to constitute Agent or any Lender as any BorrowerLoan Party’s agent for any purpose whatsoever, nor shall Agent or any Lender be responsible or liable for any shortage, discrepancy, damage, loss or destruction of any part of the Collateral wherever the same may be located and regardless of the cause thereof, except for to the extent caused by the gross negligence or willful misconduct of the Agent as determined by a final and non-appealable judgment or of a court of competent jurisdictionsuch Lender. Neither Agent nor any Lender, whether by anything herein or in any assignment or otherwise, assume any of any BorrowerPerson’s obligations under any contract or agreement assigned to Agent or such Lender, and neither Agent nor any Lender shall be responsible in any way for the performance by any Borrower Person of any of the terms and conditions thereof.

Exculpation of Liability. Nothing herein contained shall be construed to constitute Agent or any Lender as any Borrower’s Borrowers' agent for any purpose whatsoever, nor shall Agent or any Lender be responsible or liable for any shortage, discrepancy, damage, loss or destruction of any part of the Collateral wherever the same may be located and regardless of the cause thereof, except for to the extent resulting from the gross negligence or willful misconduct of the Agent as determined by a final and non-appealable judgment of a court of competent jurisdictionor any Lender. Neither Agent nor any Lender, whether by anything herein or in any assignment or otherwise, shall assume any of any Borrower’s 's obligations under any contract or agreement assigned to Agent or such Lender, and neither Agent nor any Lender shall be responsible in any way for the performance by any Borrower of any of the terms and conditions thereof.

Exculpation of Liability. Nothing herein contained shall be construed to constitute Agent or any Lender as any BorrowerLoan Party’s or any of its Subsidiaries’ agent for any purpose whatsoever, nor shall Agent or any Lender be responsible or liable for any shortage, discrepancy, damage, loss or destruction of any part of the Collateral wherever the same may be located and regardless of the cause thereof, except for the thereof unless caused by such Person’s gross negligence or willful misconduct of the Agent as determined by a final and non-appealable judgment of a court of competent jurisdictionmisconduct. Neither Agent nor any Lender, whether by anything herein or in any assignment or otherwise, assume any of any Borrower’s obligations under any contract or agreement assigned to Agent or such Lender, and neither Agent nor any Lender shall be responsible in any way for the performance by Borrower or any Borrower of its Subsidiaries of any of the terms and conditions thereof.

Exculpation of Liability. Nothing herein contained shall be ------------------------ construed to constitute Agent or any Lender as any Borrower’s 's agent for any purpose whatsoever, nor shall Agent or any Lender be responsible or liable for any shortage, discrepancy, damage, loss or destruction of any part of the Collateral wherever the same may be located and regardless of the cause thereof, except for unless such shortage, discrepancy, damage, loss or destruction results from the gross (not mere) negligence or willful misconduct of the Agent as determined by a final and non-appealable judgment of a court of competent jurisdictionor Lenders. Neither Agent nor any Lender, whether by anything herein or in any assignment or otherwise, assume any of any Borrower’s 's obligations under any contract or agreement assigned to Agent or such Lender, and neither Agent nor any Lender shall be responsible in any way for the performance by any Borrower of any of the terms and conditions thereof.

Exculpation of Liability. Nothing herein contained shall be construed to constitute Agent or any Lender as any Borrower’s agent for any purpose whatsoever, nor shall Agent or any Lender be responsible or liable absent Agent’s or such Lender’s gross negligence or willful misconduct, for any shortage, discrepancy, damage, loss or destruction of any part of the Collateral wherever the same may be located and regardless of the cause thereof, except for the gross negligence or willful misconduct of the Agent as determined by a final and non-appealable judgment of a court of competent jurisdiction. Neither Agent nor any Lender, whether by anything herein or in any assignment or otherwise, assume any of any Borrower’s obligations under any contract or agreement assigned to Agent or such Lender, and neither Agent nor any Lender shall be responsible in any way for the performance by any Borrower of any of the terms and conditions thereof.

Exculpation of Liability. Nothing Except as specifically provided in this Agreement, nothing herein contained shall be construed to constitute Agent or any Lender as any Borrower’s agent for any purpose whatsoever, nor shall Agent or any Lender be responsible or liable for any shortage, discrepancy, damage, loss or destruction of any part of the Collateral wherever the same may be located and regardless of the cause thereof, except for the gross negligence or thereof other than its willful misconduct of the Agent as determined by a final and non-appealable judgment of a court of competent jurisdictionor gross (not mere) negligence. Neither Agent nor any Lender, whether by anything herein or in any assignment or otherwise, assume any of any Borrower’s obligations under any contract or agreement assigned to Agent or such Lender, and neither Agent nor any Lender shall be responsible in any way for the performance by any Borrower of any of the terms and conditions thereof.

Exculpation of Liability. Nothing Except as otherwise expressly provided in this Agreement, nothing herein contained shall be construed to constitute Agent or any Lender as any Borrower’s agent for any purpose whatsoever, nor shall Agent or any Lender be responsible or liable for any shortage, discrepancy, damage, loss or destruction of any part of the Collateral wherever the same may be located and regardless of the cause thereof, thereof (except for if and to the extent arising from the gross negligence or willful misconduct of Agent or such Lender (as the Agent as determined by a final and non-appealable judgment of a court of competent jurisdictioncase may be)). Neither Agent nor any Lender, whether by anything herein or in any assignment or otherwise, assume any of any Borrower’s obligations under any contract or contractor agreement assigned to Agent or such Lender, and neither Agent nor any Lender shall be responsible in any way for the performance by any Borrower of any of the terms and conditions thereof.

Exculpation of Liability. Nothing herein contained shall be construed to constitute Agent or any Lender as any Borrower’s agent for any purpose whatsoever, nor shall Agent or any Lender be responsible or liable for any shortage, discrepancy, damage, loss or destruction of any part of the Collateral wherever the same may be located and regardless of the cause thereofthereof excluding any shortage, except for discrepancy, damage, loss or destruction caused by the gross negligence or willful misconduct of the Agent as determined by a final and non-appealable judgment of a court of competent jurisdictionor any Lender. Neither Agent nor any Lender, whether by anything herein or in any assignment or otherwise, assume any of any Borrower’s obligations under any contract or agreement assigned to Agent or such Lender, and neither Agent nor any Lender shall be responsible in any way for the performance by any Borrower of any of the terms and conditions thereof.

Exculpation of Liability. Nothing herein contained shall be construed to constitute Agent or any Lender as any Borrower’s 's agent for any purpose whatsoever, nor shall Agent or any Lender be responsible or liable for any shortage, discrepancy, damage, loss or destruction of any part of the Collateral wherever the same may be located and regardless of the cause thereof, except for to the extent caused as a direct result of the gross negligence or willful misconduct of the Agent as determined by a final and non-appealable judgment of a court of competent jurisdictionor such Lender. Neither Agent nor any Lender, whether by anything herein or in any assignment or otherwise, assume any of any Borrower’s 's obligations under any contract or agreement assigned to Agent or such Lender, and neither Agent nor any Lender shall be responsible in any way for the performance by any Borrower of any of the terms and conditions thereof.

Exculpation of Liability. Nothing herein contained shall be construed to constitute Agent or any Lender as any Borrower’s 's agent for any purpose whatsoeverwhatsoever (except to the extent necessary, and subject to the terms of the preamble of this Article IV, for granting and the exercise of any powers of attorney contained herein), nor shall Agent or any Lender be responsible or liable for any shortage, discrepancy, damage, loss or destruction of any part of the Collateral wherever the same may be located and regardless of the cause thereof, except for the gross negligence or willful misconduct of the Agent as determined by a final and non-appealable judgment of a court of competent jurisdiction. Neither Agent nor any Lender, whether by anything herein or in any assignment or otherwise, assume any of any Borrower’s 's obligations under any contract or agreement assigned to Agent or such Lender, and neither Agent nor any Lender shall be responsible in any way for the performance by any Borrower of any of the terms and conditions thereof.

Exculpation of Liability. Nothing herein contained shall be construed to constitute Agent or any Lender as any Borrower’s 's agent for any purpose whatsoever, nor shall Agent or any Lender be responsible or liable for any shortage, discrepancy, damage, loss or destruction of any part of the Collateral wherever the same may be located and regardless of the cause thereof, except for to the gross negligence or extent that any liability arises out of the willful misconduct or gross (not mere) negligence of the Agent as determined by a final and non-appealable judgment of a court of competent jurisdictionor such Lender. Neither Agent nor any Lender, whether by anything herein or in any assignment or otherwise, assume any of any Borrower’s 's obligations under any contract or agreement assigned to Agent or such Lender, and neither Agent nor any Lender shall be responsible in any way for the performance by any Borrower of any of the terms and conditions thereof.

Exculpation of Liability. Nothing herein contained shall be construed to constitute Agent or any Lender as any Borrower’s 's agent for any purpose whatsoever, nor shall Agent or any Lender be responsible or liable for any shortage, discrepancy, damage, loss or destruction of any part of the Collateral wherever the same may be located and regardless of the cause thereof, except for thereof unless due to the gross (not mere) negligence or willful misconduct of the Agent as determined by a final and non-appealable judgment of a court of competent jurisdictionor such Lender. Neither Agent nor any Lender, whether by anything herein or in any assignment or otherwise, assume any of any Borrower’s 's obligations under any contract or agreement assigned to Agent or such Lender, and neither Agent nor any Lender shall be responsible in any way for the performance by any Borrower of any of the terms and conditions thereof.

Exculpation of Liability. Nothing Except for the appointment of Agent as attorney-in-fact for Borrowers under this Agreement, nothing herein contained shall be construed to constitute Agent or any Lender as any Borrower’s 's agent for any purpose whatsoever, nor shall Agent or any Lender be responsible or liable for any shortage, discrepancy, damage, loss or destruction of any part of the Collateral wherever the same may be located and regardless of the cause thereof, except for the gross negligence or willful misconduct of the Agent as determined by a final and non-appealable judgment of a court of competent jurisdiction. Neither Agent nor any Lender, whether by anything herein or in any assignment or otherwise, assume any of any Borrower’s 's obligations under any contract or agreement assigned to Agent or such Lender, and neither Agent nor any Lender shall be responsible in any way for the performance by any Borrower of any of the terms and conditions thereof.

Exculpation of Liability. Nothing herein contained shall be construed to constitute Agent or any Lender Noteholder as any BorrowerIssuer’s agent for any purpose whatsoever, nor shall Agent or any Lender Noteholder be responsible or liable for any shortage, discrepancy, damage, loss or destruction of any part of the Collateral wherever the same may be located and regardless of the cause thereof, except for the gross negligence or willful misconduct of the Agent as determined by a final and non-appealable judgment of a court of competent jurisdiction. Neither Agent nor any LenderNoteholder, whether by anything herein or in any assignment or otherwise, assume assumes any of any BorrowerIssuer’s obligations under any contract or agreement assigned to Agent or such LenderNoteholder, and neither Agent nor any Lender Noteholder shall be responsible in any way for the performance by any Borrower Issuer of any of the terms and conditions thereof.

Exculpation of Liability. Nothing herein contained shall be construed to constitute Agent or any Lender as any Borrower’s 's agent for any purpose whatsoever, nor shall Agent or any Lender be responsible or liable for any shortage, discrepancy, damage, loss or destruction of any part of the Collateral wherever the same may be located and regardless of the cause thereof, thereof except for any of the foregoing which arises out of Agent's or such Lender's gross (not mere) negligence or willful misconduct of the Agent as determined by a final and non-appealable judgment of a court of competent jurisdictionmisconduct. Neither Agent nor any Lender, whether by anything herein or in any assignment or otherwise, assume any of any Borrower’s 's obligations under any contract or agreement assigned to Agent or such Lender, and neither Agent nor any Lender shall be responsible in any way for the performance by any Borrower of any of the terms and conditions thereof.

Exculpation of Liability. Nothing herein contained shall be construed to constitute Agent or any Lender as any Borrower’s 's agent for any purpose whatsoever, nor shall Agent or any Lender be responsible or liable for any shortage, discrepancy, damage, loss or destruction of any part of the Collateral wherever the same may be located and regardless of the cause thereof, thereof except for to the extent of Agent's or any such Lender's gross negligence or willful misconduct of the Agent as determined by a final and non-appealable judgment of a court of competent jurisdictionmisconduct. Neither Agent nor any Lender, whether by anything herein or in any assignment or otherwise, assume assumes any of any Borrower’s 's obligations under any contract or agreement assigned to Agent or such Lender, and neither Agent nor any Lender shall be responsible in any way for the performance by any Borrower of any of the terms and conditions thereof.

Exculpation of Liability. Nothing herein contained shall be construed to constitute Agent or any Lender as any Borrower’s 's agent for any purpose whatsoever, nor shall Agent or any Lender be responsible or liable for any shortage, discrepancy, damage, loss or destruction of any part of the Collateral wherever the same may be located and regardless of the cause thereof, except for to the extent resulting from the gross (not mere) negligence or willful misconduct of the Agent as determined by a final and non-appealable judgment of a court of competent jurisdictionor any Lender. Neither Agent nor any Lender, whether by anything herein or in any assignment or otherwise, assume assumes any of any Borrower’s 's obligations under any contract or agreement assigned to Agent or such Lender, and neither Agent nor any Lender shall be responsible in any way for the performance by any Borrower of any of the terms and conditions thereof.

Exculpation of Liability. Nothing herein contained shall be construed to constitute Agent or any Lender as any Borrower’s 's agent for any purpose whatsoever, nor shall Agent or any Lender be responsible or liable for any shortage, discrepancy, damage, loss or destruction of any part of the Collateral wherever the same may be located and regardless of the cause thereof, except for unless caused by the gross (not mere) negligence or willful misconduct of the Agent as determined by a final and non-appealable judgment of a court of competent jurisdictionor any Lender. Neither Agent nor any Lender, whether by anything herein or in any assignment or otherwise, assume any of any Borrower’s 's obligations under any contract or agreement assigned to Agent or such Lender, and neither Agent nor any Lender shall be responsible in any way for the performance by any Borrower of any of the terms and conditions thereof.

Exculpation of Liability. Nothing herein contained shall be construed to constitute Agent or any Lender as any Borrower’s agent for any purpose whatsoever, nor shall Agent or any Lender be responsible or liable for any shortage, discrepancy, damage, loss or destruction of any part of the Collateral wherever the same may be located and regardless of the cause thereof, except for the gross negligence or willful misconduct of the Agent as determined by a final and non-appealable judgment of a court of competent jurisdiction. Neither Agent nor any Lender, whether by anything herein or in any assignment or otherwise, assume assumes any of any Borrower’s obligations under any contract or agreement assigned to Agent or such Lender, and neither Agent nor any Lender shall be responsible in any way for the performance by any Borrower of any of the terms and conditions thereof.

Exculpation of Liability. Nothing herein contained shall be construed to constitute Agent or any Lender as any Borrower’s agent for any purpose whatsoever, nor shall Agent or any Lender be responsible or liable for any shortage, discrepancy, damage, loss or destruction of any part of the Collateral wherever the same may be located and regardless of the cause thereof, except for thereof other than the gross negligence or willful misconduct of the Agent or any Lender (as determined by a court of competent jurisdiction in a final and non-appealable judgment of a court of competent jurisdictionjudgment). Neither Agent nor any Lender, whether by anything herein or in any assignment or otherwise, assume any of any Borrower’s obligations under any contract or agreement assigned to Agent or such Lender, and neither Agent nor any Lender shall be responsible in any way for the performance by any Borrower of any of the terms and conditions thereof.

Exculpation of Liability. Nothing herein contained shall be construed to constitute Agent or any Lender as any Borrower’s agent for any purpose whatsoever, nor shall Agent or any Lender be responsible or liable for any shortage, discrepancy, damage, loss or destruction of any part of the Collateral wherever the same may be located and regardless of the cause thereof, except for to the extent that such damage, loss or destruction has resulted from the gross negligence or willful misconduct of the Agent as determined by a final and non-appealable judgment of a court of competent jurisdictionor Lenders. Neither Agent nor any Lender, whether by anything herein or in any assignment or otherwise, assume any of any Borrower’s obligations under any contract or agreement assigned to Agent or such Lender, and neither Agent nor any Lender shall be responsible in any way for the performance by any Borrower of any of the terms and conditions thereof.

Exculpation of Liability. Nothing herein contained shall be construed to constitute Agent or any Lender as any Borrower’s agent for any purpose whatsoever, nor shall Agent or any Lender be responsible or liable for any shortage, discrepancy, damage, loss or destruction of any part of the Collateral (collectively “damage”) wherever the same may be located and regardless of the cause thereof, except for any damage caused by the gross negligence or willful misconduct of the Agent as determined by a final and non-appealable judgment of a court of competent jurisdictionor any Lender. Neither Agent nor any Lender, whether by anything herein or in any assignment or otherwise, assume any of any Borrower’s obligations under any contract or agreement assigned to Agent or such Lender, and neither Agent nor any Lender shall be responsible in any way for the performance by any Borrower of any of the terms and conditions thereof.

Exculpation of Liability. Nothing herein contained shall be construed to constitute Agent or any Lender as any Borrower’s agent for any purpose whatsoever, nor shall Agent or any Lender be responsible or liable for any shortage, discrepancy, damage, loss or destruction of any part of the Collateral wherever the same may be located and regardless of the cause thereof, except for to the extent caused by the gross negligence or willful misconduct of the Agent as determined by a final and non-appealable judgment of a court of competent jurisdictionor any Lender. Neither Agent nor any Lender, whether by anything herein or in any assignment or otherwise, assume any of any Borrower’s obligations under any contract or agreement assigned to Agent or such Lender, and neither Agent nor any Lender shall be responsible in any way for the performance by any Borrower of any of the terms and conditions thereof.

Exculpation of Liability. Nothing herein contained shall be ------------------------ construed to constitute Agent or any Lender as any Borrower’s 's and each of its Subsidiaries' agent for any purpose whatsoever, nor shall Agent or any Lender be responsible or liable for any shortage, discrepancy, damage, loss or destruction of any part of the Collateral wherever the same may be located and regardless of the cause thereof, except for the thereof unless arising from gross negligence or willful misconduct of the Agent as determined by a final and non-appealable judgment of a court of competent jurisdictionor Lender or their agents. Neither Agent nor any Lender, whether by anything herein or in any assignment or otherwise, assume any of Borrower's or any Borrower’s of its Subsidiaries' obligations under any contract or agreement assigned to Agent or such Lender, and neither Agent nor any Lender shall be responsible in any way for the performance by Borrower or any Borrower of its Subsidiaries of any of the terms and conditions thereof.

Exculpation of Liability. Nothing herein contained shall be construed to constitute Agent or any Lender as any Borrower’s agent for any purpose whatsoever, nor shall Agent or any Lender be responsible or liable for any shortage, discrepancy, damage, loss or destruction of any part of the Collateral wherever the same may be located and regardless of the cause thereof, thereof (except for to the extent caused by such Agent’s or Lender’s gross negligence or willful misconduct of the Agent as determined by a final and non-appealable judgment of a court of competent jurisdictionmisconduct). Neither Agent nor any Lender, whether by anything herein or in any assignment or otherwise, assume any of any Borrower’s obligations under any contract or agreement assigned to Agent or such Lender, and neither Agent nor any Lender shall be responsible in any way for the performance by any Borrower of any of the terms and conditions thereof.

Exculpation of Liability. Nothing herein contained shall be construed to constitute Agent or any Lender as any Borrower’s 's agent for any purpose whatsoever, nor shall Agent or any Lender be responsible or liable for any shortage, discrepancy, damage, loss or destruction of any part of the Collateral wherever the same may be located and regardless of the cause thereof, except for the if any such shortage, discrepancy, damage, loss or destruction is actually caused by Lender's gross negligence or willful misconduct of the Agent misconduct, as determined by a final and non-appealable judgment order of a court of competent jurisdiction. Neither Agent nor any Lender, whether by anything herein or in any assignment or otherwise, Lender shall not assume any of any Borrower’s 's obligations under any contract or agreement assigned to Agent or such Lender, and neither Agent nor any Lender shall not be responsible in any way for the performance by any Borrower of any of the terms and conditions thereof.