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

Limitation on Liability of the Seller. Subject to Sections 7.01 and 7.03, neither the Seller nor any of the directors or officers or employees or agents of the Seller in its capacity as Seller shall be under any liability to the Trust, the Trustee, the Certificateholders or any other Person for any action taken or for refraining from the taking of any action in the capacity as Seller pursuant to this Agreement whether arising from express or implied duties under this Agreement; provided, however, that this provision shall not protect the Seller or any such person against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. The Seller and any director or officer or 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 hereunder.

Appears in 5 contracts

Samples: Pooling and Servicing Agreement (Daimlerchrysler Wholesale Receivables LLC), Pooling and Servicing Agreement (Daimlerchrysler Wholesale Receivables LLC), Pooling and Servicing Agreement (Carco Auto Loan Master Trust)

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Limitation on Liability of the Seller. Subject to Sections 7.01 and 7.03, neither the Seller nor any of the directors or officers or employees or agents of the Seller in its capacity as Seller shall be under any liability to the Trust, the Owner Trustee, the Certificateholders Trustee, the Noteholders or any other Person for any action taken or for refraining from the taking of any action in the capacity as Seller pursuant to this Agreement whether arising from express or implied duties under this Agreement; provided, however, that this provision shall not protect the Seller or any such person Person against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. The Seller and any director or officer or 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 hereunder.

Appears in 4 contracts

Samples: Sale and Servicing Agreement (Daimlerchrysler Master Owner Trust), Sale and Servicing Agreement (Daimlerchrysler Master Owner Trust), Sale and Servicing Agreement (Daimlerchrysler Master Owner Trust)

Limitation on Liability of the Seller. Subject to Sections 7.01 and 7.037.03 which shall have priority over this Section 7.02, neither the Seller Seller, nor any of the directors or officers or its directors, officers, employees or agents of the Seller in its capacity as Seller shall be under any liability to the TrustCustodian, the Trusteeany Co-Owner, the Certificateholders any Credit Enhancement Provider or any other Person for any action taken or for refraining from the taking of any action in the capacity as Seller pursuant to accordance with this Agreement Agreement, whether arising from express or implied duties under this Agreement; provided, however, that this provision shall not protect the Seller or any such person against any liability which would otherwise be imposed by reason of willful wilful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. The Seller and any director or officer or 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 (other than the Seller) respecting any matters arising hereunder.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Royal Bank of Canada), Pooling and Servicing Agreement

Limitation on Liability of the Seller. Subject to ------------------------------------- Sections 7.01 and 7.037.04 of the Agreement, neither the Seller nor any of the its directors or officers or employees or agents of the Seller in its capacity as Seller shall be under any liability to the Trust, the Trustee, the Certificateholders or any other Person for any action taken or for refraining from the taking of any action in the capacity as Seller pursuant to this Agreement whether arising from express or implied duties under this AgreementAgreement or any Supplement; provided, -------- however, that this provision shall not protect the Seller or any such person ------- against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. The Seller and any director or officer or 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 hereunder.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (First Chicago Master Trust Ii)

Limitation on Liability of the Seller. Subject to Sections 7.01 and 7.03Section 14 of this Agreement, neither the Seller nor any of the its directors or officers or employees or agents of the Seller in its capacity as Seller shall be under any liability to the Trust, the Trustee, the Certificateholders Certificateholders, RFC or any other Person for any action taken or for refraining from the taking of any action in the capacity as Seller pursuant to this Agreement whether arising from express or implied duties under this Agreement; provided, however, that this provision shall not protect the Seller or any such person against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder. The Seller and any director or officer or 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 hereunder.

Appears in 1 contract

Samples: Receivable Purchase Agreement (American Express Centurion Bank)

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Limitation on Liability of the Seller. Subject to Sections 7.01 and 7.03Section 14 of this Agreement, neither the Seller nor any of the its directors or officers or employees or agents of the Seller in its capacity as Seller shall be under any liability to the Trust, the Trustee, the Certificateholders Certificateholders, the Purchaser or any other Person for any action taken or for refraining from the taking of any action in the capacity as Seller pursuant to this Agreement whether arising from express or implied duties under this Agreement; provided, however, that this provision shall not protect the Seller or any such person against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder. The Seller and any director or officer or 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 hereunder.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Yamaha Motor Receivables Corp)

Limitation on Liability of the Seller. Subject to Sections 7.01 and Section 7.03, neither the Seller nor any of the directors or officers or employees or agents of the Seller in its capacity as Seller shall be under any liability to the Trust, the Trustee, the Certificateholders or any other Person for any action taken or for refraining from the taking of any action in the capacity as Seller pursuant to this Agreement whether arising from express or implied duties under this Agreement; provided, however, that this provision shall not protect the Seller or any such person against any liability which would otherwise be imposed by reason of willful wilful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. The Seller and any director or officer or 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 hereunder.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Federal Mogul Corp)

Limitation on Liability of the Seller. Subject to Sections 7.01 and 7.03, neither the Seller nor any of the directors or officers or employees or agents of the Seller in its capacity as Seller shall be under any liability to the TrustCustodian, the Trustee, the Master Custodial Certificateholders or any other Person for any action taken or for refraining from the taking of any action in the capacity as Seller pursuant to this Agreement whether arising from express or implied duties under this Agreement; provided, howeverhow ever, that this provision shall not protect the Seller or any such person against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. The Seller and any director or officer or 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 hereunder.

Appears in 1 contract

Samples: Master Custodial and Servicing Agreement (Chrysler Financial Corp)

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