Liability of the Purchasers Sample Clauses

Liability of the Purchasers. (a) No Purchaser nor any of its officers, directors, employees, representatives or agents shall be liable or responsible for (i) the use which may be made of any proceeds of the Series 2023[●] Bonds or this Agreement or for any acts, omissions, errors, interruptions, delays in transmission, dispatch or delivery of any message or advice, however transmitted, of the Purchaser in connection with this Agreement, the Series 2023[●] Bonds or any of the other Financing Documents; (ii) any action, inaction or omission which may be taken by such Purchaser in connection with this Agreement, the Series 2023[●] Bonds or any of the other Financing Documents; (iii) the validity, sufficiency or genuineness of documents, or of any endorsements thereon, even if such documents should in fact prove to be in any or all respects invalid, insufficient, fraudulent or forged; (iv) payment by such Purchaser against presentation of documents which do not comply with the terms of this Agreement, including failure of any documents to bear any reference or adequate reference to this Agreement; or (v) any other circumstances whatsoever in making or failing to purchase Series 2023[●] Bonds in accordance with the terms herein, except for acts or events described in the immediately preceding clauses (i) through (v), to the extent, but only to the extent, of any direct, as opposed to special, indirect, consequential or punitive, damages (the right to receive special, indirect, consequential or punitive damages being hereby waived) suffered by it which the Authority proves were caused by such Purchaser’s willful misconduct or gross negligence. (b) The Authority and the City further agree that any action taken or omitted by any Purchaser under or in connection with this Agreement or any of the other Financing Documents, if done without willful misconduct or gross negligence, shall be effective against the Authority and the City as to the rights, duties and obligations of such Purchaser and shall not place such Purchaser under any liability to the Authority or the City. In furtherance and not in limitation of the foregoing, each Purchaser may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary.
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Liability of the Purchasers. 10.16.1 If a Purchasers’ Warranty is untrue or inaccurate on the date on which the Purchasers’ Warranty is given, or in the event of a breach of this agreement by the Purchasers, the Purchasers shall be liable to the Seller for the Losses suffered or incurred by the Seller or any Affiliate of the Seller as a result of the Purchasers’ Warranty being untrue or inaccurate or as a result of the breach of this agreement, up to an amount equal to the Bid Value. 10.16.2 Without limiting the generality of the preceding Clause 10.16.1, the Purchasers shall severally and jointly immediately owe and pay to the Seller an amount of USD 125,000,000 (one hundred and twenty-five million US dollars) within five (5) Business Days after the first date set for Completion in accordance with Clause 6.1, if the Purchasers are unable to pay the Completion Amount on such Completion Date for any reason (the “Default Payment Fee”). 10.16.3 If and when the Default Payment Fee is due and payable in accordance with Clause 10.16.2, the Seller and the Purchasers shall procure that an amount equal to the Default Payment Fee shall be paid to the Seller out of the Deposit Amount and that prior to the payment of the Default Payment Fee to the Seller, an amount equal to the Default Payment Fee is blocked in the Escrow Account and cannot be used for purposes of payment of the Completion Amount at Completion.
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Liability of the Purchasers. Inter Se 59 Section 10.12 Administrative Agent May File and Vote Proofs of Claim 59 Section 10.13 Survival 60 ARTICLE XI Miscellaneous 60 Section 11.1 Amendments and Waivers. 60 Section 11.2 Notices 61 Section 11.3 Indemnification by Issuers. 62 Section 11.4 Attorney Fees upon Default 63 Section 11.5 Enforceability; Successors and Assigns. 63 Section 11.6 Purchasers’ Obligations Several; Purchasers’ Rights Independent 64 Section 11.7 Integration 65 Section 11.8 No Waiver; Remedies 65 Section 11.9 Venue; Waiver of Jury Trial 65 Section 11.10 Execution in Counterparts 66 Section 11.11 Governing Law 66 Section 11.12 Severability 66 Section 11.13 Survival 67 Section 11.14 Maximum Lawful Interest 67 Section 11.15 Interpretation 67 Section 11.16 Ambiguities 67 Section 11.17 Relationship of the Parties 67 Section 11.18 Patriot Act 68 Section 11.19 Confidentiality 68 SCHEDULE 2 — Purchasers and Loan Amounts SCHEDULE 5.1 — Material Subsidiaries SCHEDULE 5.4(b) — GTI Capitalization SCHEDULE 5.5 — Properties SCHEDULE 5.17 — Labor Controversies SCHEDULE 6.8 — Conduct of Business SCHEDULE 6.10 — Financial Covenant Calculations SCHEDULE 7.4 — Permitted Liens EXHIBIT A — Form of Guaranteed Note EXHIBIT B-1 — Amended and Restated GTI Guaranty Agreement EXHIBIT B-2 — Amended and Restated GTI PA LLC Guaranty Agreement EXHIBIT C — Form of Warrant Agreement EXHIBIT D — Form of Compliance Certificate EXHIBIT E — Risk Factors EXHIBIT F — Form of Accredited Investor Questionnaire EXHIBIT G — Form of Assignment Agreement EXHIBIT H — Additional Guaranty Agreement AMENDED AND RESTATED NOTE PURCHASE AGREEMENT This AMENDED AND RESTATED NOTE PURCHASE AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of April 30, 2021 (the “Agreement Date”), by and among VCP23, LLC, a Delaware limited liability company (“VCP23”), VCP Real Estate Holdings, LLC, a Delaware limited liability company (“VCP Real Estate”), Vision Management Services, LLC, a Delaware limited liability company (“VMS”), GTI23, Inc., a Delaware corporation (“GTI23”), GTI Core, LLC, a Delaware limited liability company (“GTI Core”), VCP IP Holdings, LLC, a Delaware limited liability company (“VCP IP”), TWD18, LLC, a Delaware limited liability company (“TWD18”) and For Success Holding Company, a Delaware corporation (“FSH” and, together with XXX00, XXX Xxxx Xxxxxx, XXX, XXX00, GTI Core, VCP IP and TWD18, collectively, the “Initial Issuers” and each, individually, an ...
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Related to Liability of the Purchasers

  • Liability of the Parties 16.1 Whilst the Parties shall make all reasonable attempts to mitigate loss, each Party (“the indemnifying Party”) shall be liable for and indemnify the others against any expense, liability, loss, claim or proceeding whatsoever arising under any statute or at common law in respect of personal injury to or death of any person whomsoever arising out of or in the course of or caused by any act or omission of that indemnifying Party in respect of its role in the activities of the Joint Committee and/or under this Agreement and /or where acting as Lead Authority . 16.2 Whilst the Parties shall make all reasonable attempts to mitigate loss, each Party (“the indemnifying Party”) shall be liable for and shall indemnify the others against any reasonable expense, liability, loss, claim or proceeding in respect of any injury or damage whatsoever to any property real or personal in so far as such injury or damage arises out of or in the course of or is caused by any act or omission of that indemnifying Party in respect of its role in the activities of the Joint Committee and/or under this Agreement and/or where acting as Lead Authority . 16.3 Whilst the Parties shall make all reasonable attempts to mitigate loss, each Party (“the indemnifying Party”) shall indemnify the others in respect of any reasonable loss caused to each of the other Parties as a direct result of that indemnifying Party’s negligence, wilful default or fraud or that of any of the indemnifying Party’s employees in respect of its role in the activities of the Joint Committee and/or under this Agreement and/or where acting as Lead Authority. 16.4 Where a Party is appointed the Lead Authority under the terms of clause 12 of this Agreement, the other Parties shall each indemnify the Lead Authority on pro rata basis according to the proportions of their respective financial commitments as set out in Clause 10 of this Agreement with the intent that the Lead Authority shall itself be responsible for its own pro-rata share.

  • Liability of the Bank (a) The liability of the Bank (or any other Indemnified Person) under, in connection with and/or arising out of this Agreement, any Related Document or the Letter of Credit (or any pre-advice), regardless of the form or legal grounds of the action or proceeding, shall be limited to any direct damages suffered by the Applicant that are caused directly by Bank’s gross negligence or willful misconduct in (i) honoring a presentation that does not at least substantially comply with the Letter of Credit, (ii) failing to honor a presentation that strictly complies with the Letter of Credit or (iii) retaining Drawing Documents presented under the Letter of Credit. In no event shall the Bank be deemed to have failed to act with due diligence or reasonable care if the Bank’s conduct is in accordance with Standard Letter of Credit Practice or in accordance with this Agreement. The Applicant’s aggregate remedies against the Bank and any Indemnified Person for wrongfully honoring a presentation under the Letter of Credit or wrongfully retaining honored Drawing Documents shall in no event exceed the aggregate amount paid by the Applicant to the Bank in respect of an honored presentation under the Letter of Credit, plus interest. Notwithstanding anything to the contrary herein, the Bank and the other Indemnified Persons shall not, under any circumstances whatsoever, be liable for any punitive, consequential, indirect or special damages or losses regardless of whether the Bank or any Indemnified Person shall have been advised of the possibility thereof or of the form of action in which such damages or losses may be claimed. The Applicant shall take action to avoid and mitigate the amount of any damages claimed against the Bank or any Indemnified Person, including by enforcing its rights in the underlying transaction. Any claim by the Applicant for damages under or in connection with this Agreement, any Related Document or the Letter of Credit shall be reduced by an amount equal to the sum of (i) the amount saved by the Applicant as a result of the breach or alleged wrongful conduct and (ii) the amount of the loss that would have been avoided had the Applicant mitigated damages. (b) Without limiting any other provision of this Agreement, the Bank and each other Indemnified Person (if applicable), shall not be responsible to the Applicant for, and the Bank’s rights and remedies against the Applicant and the Applicant’s obligation to reimburse the Bank shall not be impaired by: (i) honor of a presentation under the Letter of Credit which on its face substantially complies with the terms of the Letter of Credit; (ii) honor of a presentation of any Drawing Documents which appear on their face to have been signed, presented or issued (X) by any purported successor or transferee of any beneficiary or other party required to sign, present or issue the Drawing Documents or (Y) under a new name of the beneficiary; (iii) acceptance as a draft of any written or electronic demand or request for payment under the Letter of Credit, even if nonnegotiable or not in the form of a draft, and may disregard any requirement that such draft, demand or request bear any or adequate reference to the Letter of Credit; (iv) the identity or authority of any presenter or signer of any Drawing Document or the form, accuracy, genuineness, or legal effect of any presentation under the Letter of Credit or of any Drawing Documents; (v) disregard of any non-documentary conditions stated in the Letter of Credit; (vi) acting upon any Instruction which it, in Good Faith, believes to have been given by a Person or entity authorized to give such Instruction; (vii) any errors, omissions, interruptions or delays in transmission or delivery of any message, advice or document (regardless of how sent or transmitted) or for errors in interpretation of technical terms or in translation; (viii) any delay in giving or failing to give any notice; (ix) any acts, omissions or fraud by, or the solvency of, any beneficiary, any nominated Person or any other Person; (x) any breach of contract between the beneficiary and the Applicant or any of the parties to the underlying transaction; (xi) assertion or waiver of any provision of the ISP which primarily benefits an issuer of a letter of credit, including, any requirement that any Drawing Document be presented to it at a particular hour or place; (xii) payment to any paying or negotiating bank (designated or permitted by the terms of the Letter of Credit) claiming that it rightfully honored or is entitled to reimbursement or indemnity under Standard Letter of Credit Practice; (xiii) dishonor of any presentation upon or during any Event of Default or for which the Applicant is unable or unwilling to reimburse or indemnify the Bank (provided that the Applicant acknowledges that if the Bank shall later be required to honor the presentation, the Applicant shall be liable therefore in accordance with Article 2 hereof); and (xiv) acting or failing to act as required or permitted under Standard Letter of Credit Practice. For purposes of this Section 7.5(b), “Good Faith” means honesty in fact in the conduct of the transaction concerned.

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