Common use of Liability of Seller Clause in Contracts

Liability of Seller. (a) The Seller will be liable in accordance with this Agreement only to the extent of the obligations specifically undertaken by the Seller under this Agreement. All other liability is expressly waived and released as a condition of, and consideration for, the execution of this Agreement by the Seller and the issuance of the Notes. Notwithstanding the foregoing, this Section 4.1 will not protect the Seller against any liability that would otherwise be imposed by reason of willful misconduct, bad faith or negligence in the performance of its duties under this Agreement. (b) The Seller and any officer, director, employee or agent of the Seller may rely in good faith on the advice of counsel or on any document believed to be genuine and to have been executed by the proper party in respect of any matters arising out of this Agreement. (c) The Seller will be under no obligation to appear in, prosecute or defend any legal action that is not incidental to its obligations under this Agreement and that, in its opinion, may cause it to incur any expense or liability.