Limitation on Collateral Agent’s Liability Sample Clauses
The "Limitation on Collateral Agent’s Liability" clause defines and restricts the legal responsibilities and potential liabilities of the collateral agent in a financial or secured transaction. Typically, this clause clarifies that the collateral agent is not liable for actions taken in good faith or for losses not resulting from its gross negligence or willful misconduct. For example, if the collateral agent follows instructions from the secured parties or acts within the scope of its authority, it is generally protected from claims arising from those actions. The core function of this clause is to protect the collateral agent from undue legal exposure, ensuring that it can perform its duties without fear of excessive liability, thereby facilitating the smooth administration of the collateral arrangement.
Limitation on Collateral Agent’s Liability. Notwithstanding anything to the contrary contained herein, the Collateral Agent shall not be responsible for filing any financing or continuation statements or recording any documents or instruments in any public office at any time or times or otherwise perfecting or maintaining the perfection of any security interest in the Collateral, nor shall the Collateral Agent be liable or responsible for any loss or diminution in the value of any of the Collateral, by reason of the act or omission of any carrier, forwarding agency or other agent or bailee selected by the Collateral Agent in good faith. The Collateral Agent shall not be responsible for the existence, genuineness or value of any of the Collateral or for the validity, perfection, priority or enforceability of the Liens in any of the Collateral, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder, except to the extent such action or omission constitutes gross negligence, bad faith or willful misconduct on the part of the Collateral Agent. Nor shall the Collateral Agent be responsible for the validity or sufficiency of the Collateral or any agreement or assignment contained therein, for the validity of the title of any Grantor to the Collateral, for insuring the Collateral or for the payment of taxes, charges, assessments or Liens on the Collateral or otherwise as to the maintenance of the Collateral.