Limitation on Liability of the Seller and Others. The Seller and any director, officer, employee or agent of the Seller may rely in good faith on any document of any kind, prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement; provided, however, that any such limitation does not affect the obligation of the Seller to accept reconveyance of certain Containers and the Related Assets and to pay the consideration therefor pursuant to Section 3.03. The Seller in its capacity as such shall not be under any obligation to appear in, prosecute, or defend any legal action that is not incidental to its obligations as the transferor of the Transferred Assets under this Agreement and that in its opinion may involve it in any expense or liability.
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Samples: Contribution and Sale Agreement (TAL International Group, Inc.), Contribution and Sale Agreement (TAL International Group, Inc.), Contribution and Sale Agreement (TAL International Group, Inc.)
Limitation on Liability of the Seller and Others. The Seller and any director, officer, employee or agent of the Seller may rely in good faith on any document of any kind, prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement; provided, however, that any such limitation does not affect the obligation of the Seller to accept reconveyance of certain Containers and the Related Assets and to pay the consideration therefor therefore pursuant to Section 3.032.02 hereof. The Seller in its capacity as such shall not be under any obligation to appear in, prosecute, or defend any legal action that is not incidental to its obligations as the transferor of the Transferred Assets under this Agreement and that in its opinion may involve it in any expense or liability.
Appears in 1 contract
Samples: Contribution and Sale Agreement (Sea Containers LTD /Ny/)
Limitation on Liability of the Seller and Others. The Seller and any director, officer, employee or agent of the Seller may rely in good faith on any document of any kind, prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement; provided, however, that any such limitation does not affect the obligation of the Seller to accept reconveyance of certain Containers Contributed Engines and the Related Assets or Excess Assets and to pay the consideration therefor pursuant to Section 3.032.02 hereof. The Seller in its capacity as such 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 Contributed Assets and Excess Assets under this Agreement Agreement, any Engine Transfer Certificate and that in its reasonable opinion may involve it in any expense or liability.
Appears in 1 contract
Samples: Contribution and Sale Agreement (Willis Lease Finance Corp)