Common use of Limitation on Liability of the Seller and Others Clause in Contracts

Limitation on Liability of the Seller and Others. The Seller and any manager, officer, employee or agent of the Seller may rely in good faith on the advice of counsel or on any document of any kind, prima facie properly executed and submitted by any Person, respecting any matters arising hereunder. Subject to Section 4.07, the Seller shall not be under any 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 involve it in any expense or liability.

Appears in 12 contracts

Samples: Property Sale Agreement (Cleco Power LLC), Property Sale Agreement (Cleco Power LLC), Property Sale Agreement (Cleco Power LLC)

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Limitation on Liability of the Seller and Others. The Seller and any managerdirector, officer, employee or agent of the Seller may rely in good faith on the advice of counsel or on any document of any kind, prima facie properly executed and submitted by any Person, respecting any matters arising hereunder. Subject to Section 4.074.08, the Seller shall not be under any 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 involve it in any expense or liability.

Appears in 10 contracts

Samples: Purchase and Sale Agreement (Atmos Energy Kansas Securitization I, LLC), Purchase and Sale Agreement (Atmos Energy Kansas Securitization I, LLC), Sale Agreement (Consumers Funding LLC)

Limitation on Liability of the Seller and Others. The Seller and any managerdirector, officer, employee or agent of the Seller may rely in good faith on the advice of counsel or on any document of any kind, prima facie properly executed and submitted by any Person, respecting any matters arising hereunder. Subject to Section 4.07, the Seller shall not be under any 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 involve it in any expense or liability.

Appears in 6 contracts

Samples: Securitization Property Purchase and Sale Agreement (SIGECO Securitization I, LLC), Securitization Property Purchase and Sale Agreement (SIGECO Securitization I, LLC), Securitization Property Purchase and Sale Agreement (SIGECO Securitization I, LLC)

Limitation on Liability of the Seller and Others. The Seller Seller, and any managerof its directors, officerofficers, employee employees or agent of the Seller agents may rely in good faith on the advice of counsel or on any document of any kind, prima facie believed by it to be genuine and properly executed and submitted by any Person, Person respecting any matters arising hereunder. Subject to Section 4.07, the The Seller shall not be under any no obligation under this Agreement to appear in, prosecute or defend any legal action that is not incidental shall be unrelated to its obligations under this Agreement, Agreement and that in its opinion may involve it in any expense or liability.

Appears in 6 contracts

Samples: Pooling and Servicing Agreement (First Security Bank Na), Pooling and Servicing Agreement (First Security Bank Na), Sale and Servicing Agreement (First Security Bank Na)

Limitation on Liability of the Seller and Others. The Seller and any managerdirector, officer, employee or agent of the Seller may rely in good faith on the advice of counsel or on any document of any kind, kind prima facie properly executed and submitted by any Person, Person respecting any matters arising hereunderunder this Agreement. Subject to Section 4.07, the The Seller shall not be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its obligations under this Agreement, Agreement or its Related Documents and that in its opinion may involve it in any expense or liability.

Appears in 5 contracts

Samples: Purchase Agreement (Prudential Securities Secured Financing Corp), Purchase Agreement and Assignment (Prudential Securities Secured Financing Corp), Purchase Agreement and Assignment (Prudential Securities Secured Financing Corp)

Limitation on Liability of the Seller and Others. The Seller and any managerdirector, officer, employee or agent of the Seller may rely in good faith on the advice of counsel or on any document of any kind, prima facie properly executed and submitted by any Person, respecting any matters arising hereunder. Subject to Section 4.074.09, the Seller shall not be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its obligations under this Sale Agreement, and that in its opinion may involve it in any expense or liability.

Appears in 4 contracts

Samples: Sale Agreement (JCP&L Transition Funding II LLC), Sale Agreement (JCP&L Transition Funding II LLC), Sale Agreement (Jcp&l Transition Funding LLC)

Limitation on Liability of the Seller and Others. The Seller and any managerdirector, officer, employee or agent of the Seller may rely in good faith on the advice of counsel or on any document of any kind, prima facie properly executed and submitted by any Person, respecting any matters arising hereunder. Subject to Section 4.074.09, the Seller shall not be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its obligations under this Agreement, Agreement and that in its opinion may involve it in any expense or liability.

Appears in 2 contracts

Samples: Transition Property Sale Agreement (Atlantic City Electric Transition Funding LLC), Transition Property Sale Agreement (Atlantic City Electric Transition Funding LLC)

Limitation on Liability of the Seller and Others. The Each of the Seller and any managerdirector, officer, employee or agent of the Seller may rely in good faith on the advice of counsel or on any document of any kind, kind prima facie properly executed and submitted by any Person, Person respecting any matters arising hereunderunder this Agreement. Subject to Section 4.07, the The Seller shall not be under any no obligation to appear in, prosecute or defend any legal action that is not incidental to its obligations under this Agreement, the Pooling and Servicing Agreement or other related documents or instruments and that in its opinion may involve it in any expense or liability.

Appears in 2 contracts

Samples: Purchase Agreement (Asta Funding Inc), Purchase Agreement (Asta Funding Inc)

Limitation on Liability of the Seller and Others. The Seller and any managerdirector, officer, employee or agent of the Seller may rely in good faith on the advice of counsel or on any document of any kind, prima facie properly executed and submitted by any Person, respecting any matters arising hereunder. Subject to Section 4.074.8, the Seller shall not be under any 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 involve it in any expense or liability.

Appears in 2 contracts

Samples: Transition Property Sale Agreement (PSE&G Transition Funding II LLC), Transition Property Sale Agreement (PSE&G Transition Funding II LLC)

Limitation on Liability of the Seller and Others. The Seller and any managerdirector, officer, employee or agent of the Seller thereof may rely in good faith on the advice of counsel or on any document of any kind, kind prima facie properly executed and submitted by any Person, Person respecting any matters arising hereunderunder this Agreement. Subject to Section 4.07, the The Seller shall not be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its obligations under this Agreement, and that in Agreement or its opinion may involve it in any expense or liabilityTransaction Documents.

Appears in 1 contract

Samples: Sale and Contribution Agreement (MFN Financial Corp)

Limitation on Liability of the Seller and Others. The Seller and any managerdirector, officer, employee or agent of the Seller may rely in good faith on the advice of counsel or on any document of any kind, prima facie properly executed and submitted by any Person, respecting any matters arising hereunderunder this Agreement. Subject to Section 4.07, the The Seller shall not be under any 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 involve the Indenture or the other Transaction Documents to which it in any expense or liabilityis a party.

Appears in 1 contract

Samples: Assignment Agreement (NewStar Financial, Inc.)

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Limitation on Liability of the Seller and Others. The Seller and any manager, officer, employee or agent of the Seller may rely in good faith on the advice of counsel or on any document of any kind, prima facie properly executed and submitted by any Person, respecting any matters arising hereunderunder this Agreement. Subject to Section 4.07, the The Seller shall not be under any 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 involve the RLSA or the other Transaction Documents to which it in any expense or liabilityis a party.

Appears in 1 contract

Samples: Purchase Agreement (Equivest Finance Inc)

Limitation on Liability of the Seller and Others. The Seller ------------------------------------------------ Seller, and any managerof its directors, officerofficers, employee employees or agent of the Seller agents may rely in good faith on the advice of counsel or on any document of any kind, prima facie believed by it to be genuine and properly executed and submitted by any Person, Person respecting any matters arising hereunder. Subject to Section 4.07, the The Seller shall not be under any no obligation under this Agreement to appear in, prosecute or defend any legal action that is not incidental shall be unrelated to its obligations under this Agreement, Agreement and that in its opinion may involve it in any expense or liability.

Appears in 1 contract

Samples: Sale and Servicing Agreement (First Security Bank Na)

Limitation on Liability of the Seller and Others. The ------------------------------------------------ Seller and any managerdirector, officer, employee or agent of the Seller may rely in good faith on the advice of counsel or on any document of any kind, prima facie properly executed and submitted by any Person, respecting any matters arising hereunderunder this Agreement. Subject to Section 4.07, the The Seller shall not be under any 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 involve the Loan Agreement or the Loan Documents to which it in any expense or liabilityis a party.

Appears in 1 contract

Samples: Purchase Agreement (TFC Enterprises Inc)

Limitation on Liability of the Seller and Others. The Seller and any manager, officer, director or officer or employee or agent of the Seller may rely in good faith on the advice of counsel or on any document of any kind, prima facie properly executed and submitted by any Person, Person respecting any matters arising hereunderunder this Agreement. Subject to Section 4.07, the The Seller shall not be under any obligation to appear in, prosecute prosecute, or defend any legal action that is not incidental to its obligations as the transferor of the Transferred Assets under this Agreement, Agreement and that in its opinion may involve it in any expense or liability.

Appears in 1 contract

Samples: Container Sale Agreement (Cronos Group)

Limitation on Liability of the Seller and Others. The Seller and any managerofficer, officerdirector, employee or agent of the Seller may rely in good faith on the advice of counsel or on any document of any kind, prima facie properly executed and submitted by any Person, respecting any matters arising hereunderunder this Agreement. Subject to Section 4.07, the The Seller shall not be under any 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 involve the RLSA or the other Transaction Documents to which it in any expense or liabilityis a party.

Appears in 1 contract

Samples: Purchase and Contribution Agreement (Silverleaf Resorts Inc)

Limitation on Liability of the Seller and Others. The Seller and any manager, officer, director or officer or employee or agent of the Seller may rely in good faith on the advice of counsel or on any document of any kind, prima facie properly executed and submitted by any Person, Person respecting any matters arising hereunderunder any Basic Document. Subject to Section 4.07, the The Seller shall not be under any obligation to appear in, prosecute or defend any legal action that is shall not be incidental to its obligations under this Agreement, and that in its opinion may involve it in any expense or liability.

Appears in 1 contract

Samples: Sale and Servicing (Americredit Corp)

Limitation on Liability of the Seller and Others. The Seller and any manager, officer, employee or agent of the Seller may rely in good faith on the advice of counsel or on any document of any kind, prima facie properly executed and submitted by any Person, respecting any matters arising hereunder. Subject to Section 4.07, the Seller shall not be under any 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 involve it in any expense or liability.. ARTICLE VI

Appears in 1 contract

Samples: Sale Agreement (Cleco Katrina/Rita Hurricane Recovery Funding LLC)

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