Limitation on Liability of Transferor and Others. Transferor and any director, manager, officer, employee or agent thereof 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 under this Agreement. Transferor 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 or its Related Documents and that in its opinion may involve it in any expense or liability.
Limitation on Liability of Transferor and Others. The Transferor and any director, officer, employee or agent of the Transferor 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. The Transferor shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its obligations under this Agreement, and that in its opinion may involve it in any expense or liability.
Limitation on Liability of Transferor and Others. The Transferor and any director or officer or employee or agent of the Transferor 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. The Transferor, in its capacity as such, shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its obligations under this Agreement, and that in its opinion may involve it in any expense or liability. The Beneficiary shall be entitled to the same limitation of personal liability extended to stockholders of private corporations for profit organized under the General Corporation Law of the State of Delaware.
Limitation on Liability of Transferor and Others. The Transferor and any director or officer or employee or agent or member of the Transferor 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. The Transferor, in its capacity as such, will not be under any obligation to appear in, prosecute or defend any legal action that will not be incidental to its obligations under this Agreement, and that in its opinion may involve it in any expense or liability. The Beneficiary, as beneficial owner of the Trust, will be entitled to the same limitation of personal liability extended to stockholders of private corporations for profit organized under the General Corporation Law of the State of Delaware, 8 Del. C. §§ 101 et seq.
Limitation on Liability of Transferor and Others. The Transferor and any director or officer or employee or agent of the Transferor 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 under this 1998-C Securitization Trust Agreement.
Limitation on Liability of Transferor and Others. The Transferor and any director or officer or agent of the Transferor, or any employee of Allegheny Energy Service Corporation, 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 4.08, the Transferor 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.
Limitation on Liability of Transferor and Others. The Transferor and any director or officer or employee or agent of the Transferor 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. The Transferor, in its capacity as such, shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its obligations under this Agreement, and that in its opinion may involve it in any expense or liability. The holders of the Transferor Interest, including the holders of Supplemental Interests, if any, shall be entitled to the same limitation of personal liability extended to stockholders of private corporations for profit organized under the General Corporation Law of the State of Delaware.
Limitation on Liability of Transferor and Others. The Transferor and any director or officer or employee or agent of the Transferor 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. Except to the extent specifically set forth in the Transaction Documents, the Owner shall be entitled to the same limitation of personal liability extended to stockholders of private corporations for profit organized under the General Corporation Law of the State of Delaware. [End of Article II]
Limitation on Liability of Transferor and Others. SECTION 11.1 Limitation on Liability of Transferor and Others
Limitation on Liability of Transferor and Others. The Transferor and its directors, officers, employees and agents may rely in good faith on the advice of counsel or on any document of any kind, properly executed and submitted by any Person, in respect of any matters arising hereunder (provided that such reliance shall not limit in any way the Transferor’s obligations under Article VI hereof). The Transferor shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its obligations under this Transfer Agreement or any Subsequent Transfer Agreement, and that in its opinion may impose upon it any expense or liability. Except as provided herein, the reacquisition or repurchase, as applicable, (or substitution) and reimbursement obligations of the Transferor stated in Article VI hereof will constitute the sole remedy available to the Transferee, the Eligible Lender Trustee and the Noteholders for breaches of Sections 5.1, 5.2 and 5.4 of this Transfer Agreement; provided, however, that the information with respect to the Loans listed on the related Xxxx of Transfer may be adjusted in the ordinary course of business subsequent to the date of the related Xxxx of Transfer and, to the extent that the aggregate principal balance of the Loans that are listed on the related Xxxx of Transfer as of the related Transfer Date is less than the aggregate principal balance stated on the related Xxxx of Transfer, the Transferor shall remit such deficiency to the Eligible Lender Trustee, for the benefit of and on behalf of the Transferee. Any such reconciliation payment shall be made from time to time but no less frequently than semi-annually, if applicable.
