Common use of Liability of Bank Clause in Contracts

Liability of Bank. (a) Bank shall not be liable for any act or omission hereunder, except in the case of negligence or willful misconduct as described in Section 15 herein. Bank's duties shall be determined by the express provisions of this Agreement, the Letter of Representations (including the documents referred to therein) and the Ordinance, and Bank shall be responsible for the performance of only such duties and obligations as are specifically set forth herein and therein, and no implied covenants shall be read into any such document against Bank. Bank has no fiduciary or discretionary duties of any kind. (b) Bank shall have no liability under and no duty to inquire as to the provisions of any agreement other than this Agreement. Bank shall not be required to ascertain whether any issuance or sale of Commercial Paper Note(s) (or any amendment or termination of this Agreement) has been duly authorized or is in compliance with any other agreement to which City is a party (whether or not Bank is a party to such other agreement). (c) In no event shall Bank be liable to City for incidental, indirect, special, consequential or punitive damages or penalties (including, but not limited to, lost profits) even if Bank has been advised of the likelihood of such damages or penalty and regardless of the form of action. Bank shall not be responsible for delays or failures in performance resulting from acts beyond its direct control, including, without limitation, acts of God, strikes, lockouts, acts of war or terror, epidemics, governmental regulations, fire, communication line failures, computer viruses, insurrections or attacks, power failures, earthquakes or other disasters. (d) Bank shall not be obligated to take any legal action or commence any proceeding in connection with this Agreement, any funds in the Note Payment Fund, prosecute or defend any such legal action or proceeding or to take any other action that Bank determines in its sole judgment, reasonably exercised, may expose it to liability or expense. (e) If, at any time, Bank is unable to determine, to Bank’s sole satisfaction, the proper disposition of all or any portion of the Note Payment Account or Bank’s proper actions with respect to its obligations hereunder, then Bank may, in its sole discretion, take either or both of the following actions: i. suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Agreement until such uncertainty shall be resolved in good faith satisfaction of Bank; or ii. petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction, in any venue convenient to Bank, for instructions with respect to such dispute or uncertainty, and to the extent required or permitted by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it hereunder, after deduction and payment to Bank of all fees and reasonable expenses (including court costs and attorneys’ fees) payable to, incurred by, or expected to be incurred by, Bank in connection with the performance of its duties and the exercise of its rights hereunder.

Liability of Bank. (a) Bank shall not be liable for any act or omission hereunder, except in the case of negligence or willful misconduct as described in Section 15 herein. Bank's duties shall be determined by the express provisions of this Agreement, Agreement and the Letter of Representations (including the documents referred to therein) and the Ordinance), and Bank shall be responsible for the performance of only such duties and obligations as are specifically set forth herein and therein, and no implied covenants shall be read into any such document against Bank. Bank has no fiduciary or discretionary duties of any kind. Bank may consult legal counsel selected by it in good faith concerning this Agreement or of its duties hereunder and shall incur no liability and shall be fully indemnified from any liability whatsoever in acting in accordance with the advice of such counsel. (b) Bank shall have no liability under and no duty to inquire as to the provisions of any agreement other than this Agreement. Bank shall not be required to ascertain whether any issuance or sale of Commercial Paper Note(s) (or any amendment or termination of this Agreement) has been duly authorized or is in compliance with any other agreement to which City is a party (whether or not Bank is a party to such other agreement). Bank may rely upon any notice, instruction, request or other instrument, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained therein, which Bank shall believe to be genuine and to have been signed or presented by the person or parties purporting to sign the same. (c) In no event shall Bank be liable to City for incidental, indirect, special, consequential or punitive damages or penalties (including, but not limited to, lost profits) even if Bank has been advised of the likelihood of such damages or penalty and regardless of the form of action. Bank shall not be responsible for delays or failures in performance resulting from acts beyond its direct control, including, without limitation, acts of God, strikes, lockouts, acts of war or terror, epidemics, governmental regulations, fire, communication line failures, computer viruses, insurrections or attacks, power failures, earthquakes or other disasters. (d) Bank shall not be obligated to take any legal action or commence any proceeding in connection with this Agreement, any funds in the Note Payment Fund, prosecute or defend any such legal action or proceeding or to take any other action that Bank determines in its sole judgment, reasonably exercisedexercised in good faith, may expose it to liability or expense. (e) If, at any time, Bank is unable to determine, to Bank’s 's sole satisfaction, the proper disposition of all or any portion of the Series ECP Note Payment Account Fund or Bank’s 's proper actions with respect to its obligations hereunder, then Bank may, in its sole discretion, take either or both of the following actions: i. suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Agreement until such uncertainty shall be resolved in good faith satisfaction of Bank; or ii. petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction, in any venue convenient to Bank, for instructions with respect to such dispute or uncertainty, and to the extent required or permitted by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it hereunder, after deduction and payment to Bank of all fees and reasonable expenses (including court costs and attorneys’ ' fees) payable to, incurred by, or expected to be incurred by, Bank in connection with the performance of its duties and the exercise of its rights hereunder. (f) Bank is authorized, in its sole discretion and acting in good faith, to comply with final orders issued or process entered by any court with respect to the Note Funds, without determination by Bank of such court's jurisdiction in the matter. If any portion of the Note Funds is at any time attached, garnished or levied upon under any court order, or in case the payment, assignment, transfer, conveyance or delivery of any such property shall be stayed or enjoined by any court order, or in case any order, judgment or decree shall be made or entered by any court affecting such property or any part thereof, then and in any such event, Bank is authorized, in its sole discretion and acting in good faith, to rely upon and comply with any such order, writ, judgment or decree which it is advised by legal counsel selected by it is binding upon it without the need for appeal or other action; and if Bank complies with any such order, writ, judgment or decree, it shall not be liable to any of the parties hereto or to any other person or entity by reason of such compliance even though such order, writ, judgment or decree may be subsequently reversed, modified, annulled, set aside or vacated.

Liability of Bank. (a) Bank shall not be liable for any act or omission hereunder, except in the case of negligence or willful misconduct as described in Section 15 herein. The Bank's ’s duties and obligations shall be determined by the express provisions of this Agreement, and the Letter of Representations (including the documents referred to therein) ), and the Ordinance, Bank and Bank the Bank's agents shall be responsible for the performance of only such duties and obligations as are specifically set forth herein and therein, and no implied duties or covenants shall be read into any such document against the Bank or the Bank's agents. The Bank has no fiduciary or discretionary duties of any kind. (b) kind other than as described in Section 8 herein. The Bank shall have no liability under and no duty to inquire as to the provisions of any agreement other than this Agreement. Neither the Bank nor the Bank's agents shall not be required to ascertain whether any issuance or sale of Commercial Paper Note(s) (or any amendment or termination of this Agreement) has been duly authorized or is in compliance with any other agreement to which City the Authority is a party (whether or not the Bank or any such agent is a party to such other agreement). The Bank shall not be liable for any action taken or omitted by it in good faith except to the extent that a court of competent jurisdiction determines that the Bank’s gross negligence or willful misconduct was the sole cause of any loss to the Authority. (cb) The Bank shall not be charged with knowledge or notice of any fact or circumstance not specifically set forth herein. The Bank may rely upon any notice, instruction, request or other instrument, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained therein, which the Bank shall believe to be genuine and to have been signed or presented by the person or parties purporting to sign the same. In no event shall the Bank be liable to City for incidental, indirect, special, consequential or punitive damages or penalties (including, but not limited to, to lost profits) ), even if the Bank has been advised of the likelihood of such damages or penalty and regardless of the form of action. The Bank shall not be responsible for delays or failures in performance resulting from acts beyond its direct control, including, including without limitation, limitation acts of God, strikes, lockouts, riots, acts of war or terror, epidemics, governmental regulations, fire, communication line failures, computer viruses, insurrections intrusions or attacks, power failures, earthquakes or other disasters. (dc) The Bank shall not be obligated to take any legal action or commence any proceeding in connection with this Agreement, any funds in the Note Payment FundFunds or any account in which Note Funds are deposited or to appear in, prosecute or defend any such legal action or proceeding or to take any other action that the Bank determines determines, in its sole judgment, reasonably exercised, may expose it to liability or expense. The Bank may consult legal counsel selected by it concerning this Agreement or of its duties hereunder and shall incur no liability and shall be fully indemnified from any liability whatsoever in acting in accordance with the advice of such counsel. The Authority, shall promptly pay, upon demand, the reasonable fees and expenses of any such counsel. The Authority agrees to perform or procure the performance of all further acts and things, and execute and deliver such further documents, as may be required by law or as the Bank may reasonably request in connection with its duties hereunder. (d) The Bank is authorized, in its sole discretion, to comply with final orders issued or process entered by any court with respect to the Note Funds, without determination by the Bank of such court's jurisdiction in the matter. If any portion of the Note Funds is at any time attached, garnished or levied upon under any court order, or in case the payment, assignment, transfer, conveyance or delivery of any such property shall be stayed or enjoined by any court order, or in case any order, judgment or decree shall be made or entered by any court affecting such property or any part thereof, then and in any such event, the Bank is authorized, in its sole discretion, to rely upon and comply with any such order, writ, judgment or decree which it is advised by legal counsel selected by it is binding upon it without the need for appeal or other action; and if the Bank complies with any such order, writ, judgment or decree, it shall not be liable to any of the parties hereto or to any other person or entity by reason of such compliance even though such order, writ, judgment or decree may be subsequently reversed, modified, annulled, set aside or vacated. (e) If, at any time, time the Bank is unable to determine, to the Bank’s 's sole satisfaction, the proper disposition of all or any portion of the Note Payment Account Funds or the Bank’s 's proper actions with respect to its obligations hereunder, then the Bank may, in its sole discretion, take either or both of the following actions: i. (i) suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Agreement until such uncertainty shall be resolved in good faith to the sole satisfaction of the Bank; or. (ii. ) petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction, in any venue convenient to the Bank, for instructions with respect to such dispute or uncertainty, and to the extent required or permitted by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it hereunderNote Funds, after deduction and payment to the Bank of all fees and reasonable expenses (including court costs and attorneys’ ' fees) payable to, incurred by, or expected to be incurred by, by the Bank in connection with the performance of its duties and the exercise of its rights hereunder.

Liability of Bank. (a) Bank shall be responsible only for performing the wire services expressly provided in this Section and, unless the law expressly provide otherwise, Bank shall not be liable for its actions or omissions in performing those wire services, nor shall the Bank be responsible for your acts or omissions (including without limitation the amount, accuracy, timeliness of transmittal or authorization of any act Payment Order received from you) or omission those of any other person or entity, including without limitation any Federal Reserve Bank, transmission or communications facility, data processing entity, third party, any beneficiary or intermediary Financial Institution or beneficiary’s bank (including the return of a Payment Order by such beneficiary or Financial Institution), and no such person shall be deemed Bank’s agent. Bank shall be liable only for direct damages caused by the Bank’s gross negligence or willful misconduct in performing the wire services the Bank is required to perform under this Section. You understand that Bank shall have no liability or responsibility for any loss resulting from delays in delivery of wired funds to a foreign country or for any monetary loss resulting from a change in any conversion rate occurring between the request and delivery of such funds or from any other cause whatsoever. Neither Bank nor its officers, directors, employees or agents shall be liable to you for (and you waive any right to make a claim against Bank with respect to):  the use which may be made of any funds transferred pursuant to this Section, or for any acts or omissions on the part of payees with respect to such transfers;  the validity, sufficiency, genuineness of, or authority to create, execute or deliver any Payment Order, even if such documents should prove to be in any respect invalid, insufficient, unauthorized, fraudulent or forged;  your failure to arrange for delivery of a Payment Order to Bank in sufficient time for Bank to make the transfer at the time you desire; or  any other circumstance whatsoever in making or failing to give effect to the actions or payments specified in any Payment Order, except to the extent of direct (and not consequential) damages suffered by you which are proved to be caused directly by Bank’s willful misconduct or gross negligence in giving effect to Payment Orders or other instructions. To the maximum extent permitted by law, the Bank shall NOT be liable for any consequential, special, punitive or indirect loss or damage which you may incur or suffer in connection with this Section, including without limitation any loss or damage from subsequent wrongful dishonor resulting from Bank’s acts or omissions pursuant to this Section, even if you have advised Bank of the probability of such damages if Bank breaches its duties hereunder. Bank’s entire liability and your sole remedy under this Section for damages (monetary or otherwise) resulting from claims made by you or any other third party arising from or related to any and all causes covered by this Section shall be limited to the lesser of the amount of actual damages incurred by you; or $2,500. If under the provisions of this Section or the law, you are not obligated to pay for a Payment Order, and Bank has charged the amount of the Payment order to you or you have otherwise paid the Payment order, Bank shall refund to you the amount of the Payment Order, except in the case of negligence or willful misconduct as described a Payment Order executed erroneously in Section 15 herein. Bank's duties an amount greater than intended by you, in which case Bank shall be determined by liable only for the express difference. Notwithstanding any other provisions of this AgreementSection, Bank’s liability to you, if any, shall be reduced by the Letter amount, if any, of Representations (including the documents referred loss that Bank could have prevented or recovered had you exercised ordinary care to therein) discover the error. If you have received notice of a Payment Order or other communication purportedly made on behalf of you which has been executed and charged to you erroneously or without your authorization, but you have not notified Bank of the Ordinanceerror or lack of authorization, and Bank will have no liability to you for any subsequent similar occurrence even if Bank would otherwise be liable to you in connection with the subsequent occurrence. Without limiting the generality of the foregoing provisions, Bank shall be responsible for excused from failing to act or delay in acting if such failure or delay is caused by the performance lack of only sufficient funds in your account, any inaccuracy or ambiguity in your instructions or Payment Orders, if such duties and obligations as are specifically set forth herein and thereinfailure or delay is caused by any legal constraint, and no implied covenants shall be read into any such document against Bank. Bank has no fiduciary interruption of transmission, failure or discretionary duties disruption of any kind. (b) Bank shall have no liability under and no duty to inquire as to the provisions of any agreement other than this Agreement. Bank shall not be required to ascertain whether any issuance or sale of Commercial Paper Note(s) (or any amendment or termination of this Agreement) has been duly authorized or is in compliance with any other agreement to which City is a party (whether or not Bank is a party to such other agreement). (c) In no event shall Bank be liable to City for incidentalcommunication facility, indirectlabor disputes, special, consequential or punitive damages or penalties (including, but not limited to, lost profits) even if Bank has been advised of the likelihood of such damages or penalty and regardless of the form of action. Bank shall not be responsible for delays or failures in performance resulting from acts beyond its direct control, including, without limitation, acts of God, strikes, lockouts, acts of war or terror, epidemics, governmental regulationsequipment failure, fire, communication line failures, computer viruses, insurrections or attacks, power failuresflood, earthquakes or other natural disasters. (d) , war, emergency conditions, other acts or omissions of any third party, or other circumstances beyond Bank’s control. In addition, Bank shall not be obligated excused from failing to take transmit or delay in transmitting a Payment Order if such transmittal would result in Bank having exceeded any legal action limitation upon its intra-day net funds position established pursuant to present or commence future Federal Reserve guidelines or in Bank otherwise violating any proceeding in connection with this Agreement, provision of any funds in present or future risk control program of the Note Payment Fund, prosecute Federal Reserve or defend any such legal action rule or proceeding or to take regulation of any other action United States or state governmental regulatory authority or funds transfer system. You understand and agree that Bank determines in its sole judgment, reasonably exercised, may expose it to liability or expense. (e) If, at any time, Bank is unable to determine, to Bank’s sole satisfaction, the proper disposition of all or any portion fees for these funds transfer services have been established in contemplation of the Note limitations on liability stated in this Section and your agreement to review Payment Account or Bank’s proper actions with respect to its obligations hereunder, then Order confirmations and notify Bank may, in its sole discretion, take either or both of the following actions: i. suspend the performance immediately of any of its obligations (including without limitation any disbursement obligations) under this Agreement until such uncertainty shall be resolved in good faith satisfaction of Bank; or ii. petition (by means of an interpleader action discrepancies, errors or any other appropriate method) any court of competent jurisdiction, in any venue convenient to Bank, for instructions with respect to such dispute or uncertainty, and to the extent required or permitted by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it hereunder, after deduction and payment to Bank of all fees and reasonable expenses (including court costs and attorneys’ fees) payable to, incurred by, or expected to be incurred by, Bank in connection with the performance of its duties and the exercise of its rights hereunderproblems.

Liability of Bank. (a) The Bank shall not may accept documents that appear on their face to be liable in order, without responsibility for further investigation, regardless of any act notice or omission hereunderinformation to the contrary. The Bank may honor, except in as complying with the case terms of negligence or willful misconduct as described in Section 15 herein. Bank's duties shall be determined by the express provisions Letter of Credit and this Agreement, any documents otherwise in order signed or issued by a successor trustee under the Indenture. Any action, inaction or omission on the part of the Bank under or in connection with the Letter of Representations (including Credit or related instruments or documents, if in good faith and in conformity with such laws, regulations or commercial or banking customs as the documents referred Bank may deem to therein) be applicable, shall be binding upon the Issuer, the Partnership and the OrdinanceGuarantor, shall not place the Bank under any liability to the Issuer, the Partnership and the Guarantor, and shall not affect, impair or prevent the vesting of any of the rights or powers of the Bank hereunder. Nothing in this Section 15(a) is intended or shall be responsible for construed to limit the performance reimbursement obligations of only such duties the Partnership and obligations as are specifically set forth herein and therein, and no implied covenants shall be read into any such document against Bank. Bank has no fiduciary or discretionary duties of any kindthe Guarantor contained in Section 1. (b) If the Partnership and the Guarantor request or consent in writing to any modification or extension of the Letter of Credit or waive failure of any draft, certificate or other document to comply with the terms of the Letter of Credit, the Bank shall be deemed to have no liability under relied and no duty be entitled to inquire as rely on such request, consent or waiver with respect to any action taken or omitted by the provisions of any agreement other than this Agreement. Bank pursuant thereto, and such modification, extension or waiver shall not be required to ascertain whether any issuance or sale of Commercial Paper Note(s) (or any amendment or termination of this Agreement) has been duly authorized or is in compliance with any other agreement to which City is a party (whether or not Bank is a party to such other agreement)binding upon the Company and the Guarantor. (c) In no Notwithstanding anything to the contrary contained in the Agreement, in the event the Bank shall Bank be liable fail to City for incidental, indirect, special, consequential or punitive damages or penalties (including, but not limited to, lost profits) even if Bank has been advised honor a draw properly submitted to it under the terms of the likelihood Letter of such damages Credit or penalty and regardless there shall have occurred an Act of Bankruptcy of the form Bank, all moneys held by the Bank for the benefit of actionthe Partnership and the Guarantor pursuant to Section 1(a)(ii) of this Agreement shall be promptly remitted to the Trustee to be held for the benefit of the Bondholders. Upon the occurrence of a default by the Bank shall not be responsible for delays (whether by failure to honor a draw under the Letter of Credit set forth above or failures in performance resulting from acts beyond its direct control, including, without limitation, acts an Act of God, strikes, lockouts, acts of war or terror, epidemics, governmental regulations, fire, communication line failures, computer viruses, insurrections or attacks, power failures, earthquakes or other disasters. (dBankruptcy) and provided the Partnership and the Guarantor have satisfied all obligations to the Bank shall not be obligated to take any legal action or commence any proceeding in connection with this Agreementhereunder, any funds in and all liens, pledges, assignments, transfers and hypothecations granted hereunder or pursuant to the Note Payment Fundterms hereof shall be, prosecute or defend any such legal action or proceeding or to take any other action that Bank determines in its sole judgment, reasonably exercised, may expose it to liability or expense. (e) If, at any time, Bank is unable to determine, to Bank’s sole satisfaction, the proper disposition of all or any portion of the Note Payment Account or Bank’s proper actions with respect to its obligations hereunder, then Bank may, in its sole discretion, take either or both of the following actions: i. suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Agreement until such uncertainty and shall be resolved in good faith satisfaction of Bank; or ii. petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdictiondeemed to be, in any venue convenient to Bankreleased, for instructions with respect to such dispute or uncertainty, cancelled and to the extent required or permitted by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it hereunder, after deduction and payment to Bank of all fees and reasonable expenses (including court costs and attorneys’ fees) payable to, incurred by, or expected to be incurred by, Bank in connection with the performance of its duties and the exercise of its rights hereundersatisfied.