Limitations on Liability of Each Transferor. Subject to Section 3.1, no Transferor nor any of the directors, officers, employees, members, incorporators or agents of any Transferor acting in such capacities shall be under any liability to the Trust, the Owner Trustee, the Indenture Trustee, the Noteholders, the Servicer, any Supplemental Credit Enhancement Provider, any other Transferor or any other Person for any action taken, or for refraining from the taking of any action, in good faith in such capacities pursuant to this Agreement, it being expressly understood that all such liability is expressly waived and released as a condition of, and consideration for, the execution of this Agreement, the Indenture and any Indenture Supplement and the issuance of the Notes; provided, however, that this provision shall not protect any Transferor or any director, officer, employee, member, incorporator or agent of any Transferor 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. Each Transferor and any director, officer, employee, member, incorporator or agent of such Transferor may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person (other than such Transferor) respecting any matters arising hereunder.
Appears in 7 contracts
Samples: Third Amended and Restated Transfer Agreement, Transfer Agreement (American Express Receivables Financing Corp VIII LLC), Transfer Agreement (American Express Receivables Financing Corp VIII LLC)
Limitations on Liability of Each Transferor. Subject to Section 3.16.1, no Transferor nor any of the directors, officers, employees, members, incorporators or agents of any Transferor acting in such capacities shall be under any liability to the Trust, the Owner Trustee, the Indenture Trustee, the Noteholders, the Servicer, any Supplemental Credit Enhancement Provider, any other Transferor or any other Person for any action taken, or for refraining from the taking of any action, in good faith in such capacities pursuant to this Agreement, it being expressly understood that all such liability is expressly waived and released as a condition of, and consideration for, the execution of this Agreement, the Indenture and any Indenture Supplement and the issuance of the Notes; provided, however, that this provision shall not protect any Transferor or any director, officer, employee, member, incorporator or agent of any Transferor 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. Each Transferor and any director, officer, employee, member, incorporator or agent of such Transferor may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person (other than such Transferor) respecting any matters arising hereunder.
Appears in 3 contracts
Samples: Transfer and Servicing Agreement (American Express Issuance Trust), Transfer and Servicing Agreement (American Express Issuance Trust), Transfer and Servicing Agreement (American Express Issuance Trust)
Limitations on Liability of Each Transferor. Subject to Section 3.16.01, no Transferor nor any of the directors, officers, members, managers, employees, members, incorporators or agents of any Transferor acting in such capacities shall be under any liability to the Trust, the Owner Trustee, the Indenture Trustee, the Noteholdersapplicable Collateral Agent, the Servicer, any Supplemental Credit Enhancement Provider, any other Transferor Noteholders or any other Person for any action taken, or for refraining from the taking of any action, in good faith in such capacities pursuant to this Agreement, it being expressly understood that all such liability is expressly waived and released as a condition of, and consideration for, the execution of this Agreement, the Indenture and any Indenture Supplement and the issuance of the Notes; provided, however, that this provision shall not protect any Transferor or Transferor, any director, officer, employee, member, incorporator or agent of any Transferor or, if applicable, any manager or member of any Transferor 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. Each Transferor and and, any director, officer, employee, member, incorporator or agent of such Transferor and, if applicable, any member or manager of such Transferor may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person (other than such Transferor) respecting any matters arising hereunder.. [END OF ARTICLE VI]
Appears in 3 contracts
Samples: Transfer and Servicing Agreement (Chase Manhattan Bank Usa), Transfer and Servicing Agreement (Bank One Delaware National Association), Transfer and Servicing Agreement (First Usa Credit Card Master Trust)
Limitations on Liability of Each Transferor. Subject ------------------------------------------- to Section 3.14.01, no Transferor nor any of the directors, officers, employees, members, incorporators or agents of any Transferor acting in such capacities shall be under any liability to the Trust, the Owner Trustee, the Indenture Trustee, the Noteholders, the Servicer, any Supplemental Credit Enhancement ProviderSeries Enhancer, any other Transferor or any other Person for any action taken, taken or for refraining from the taking of any action, action in good faith in such capacities pursuant to this Agreement, it being expressly understood that all such liability is expressly waived and released as a condition of, and consideration for, the execution of this Agreement, the Indenture and any Indenture Supplement and the issuance of the Notes; provided, however, that this provision shall not protect any Transferor or any director, officer, employee, member, incorporator or agent of any Transferor 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. Each Transferor and any director, officer, employee, member, incorporator employee or agent of such Transferor may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person (other than such Transferor) respecting any matters arising hereunder.
Appears in 2 contracts
Samples: Transfer and Servicing Agreement (Household Credit Card Master Note Trust I), Transfer and Servicing Agreement (Household Credit Card Master Note Trust I)
Limitations on Liability of Each Transferor. Subject to Section 3.16.01, no Transferor nor any of the directors, officers, members, managers, employees, members, incorporators or agents of any Transferor acting in such capacities shall be under any liability to the Trust, the Owner Trustee, the Indenture Trustee, the Noteholdersapplicable Collateral Agent, the Servicer, any Supplemental Credit Enhancement Provider, any other Transferor Noteholders or any other Person for any action taken, or for refraining from the taking of any action, in good faith in such capacities pursuant to this Agreement, it being expressly understood that all such liability is expressly waived and released as a condition of, and consideration for, the execution of this Agreement, the Indenture and any Indenture Supplement and the issuance of the Notes; provided, however, that this provision shall not protect any Transferor or Transferor, any director, officer, employee, member, incorporator or agent of any Transferor or, if applicable, any manager or member of any Transferor 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. Each Transferor and and, any director, officer, employee, member, incorporator or agent of such Transferor and, if applicable, any member or manager of such Transferor may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person (other than such Transferor) respecting any matters arising hereunder.
Appears in 2 contracts
Samples: Transfer and Servicing Agreement (First Usa Credit Card Master Trust), Transfer and Servicing Agreement (First Usa Credit Card Master Trust)
Limitations on Liability of Each Transferor. Subject to Section 3.1, no Transferor nor any of the directors, officers, employees, members, incorporators or agents of any Transferor acting in such capacities shall be under any liability to the Trust, the Owner Issuer Trustee, the Indenture Trustee, the Noteholders, the Servicer, any Supplemental Credit Enhancement Provider, any other Transferor or any other Person for any action taken, or for refraining from the taking of any action, in good faith in such capacities pursuant to this Agreement, it being expressly understood that all such liability is expressly waived and released as a condition of, and consideration for, the execution of this Agreement, the Indenture and any Indenture Supplement and the issuance of the Notes; provided, however, that this provision shall not protect any Transferor or any director, officer, employee, member, incorporator or agent of any Transferor against any liability which would otherwise be imposed by reason of willful misfeasancenegligence, fraud, wilful misconduct or bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. Each Transferor and any director, officer, employee, member, incorporator or agent of such Transferor may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person (other than such Transferor) respecting any matters arising hereunder.
Appears in 1 contract
Samples: Transfer Agreement
Limitations on Liability of Each Transferor. Subject to Section 3.16.01, no Transferor nor any of the directors, officers, members, managers, employees, members, incorporators or agents of any Transferor acting in such capacities shall be under any liability to the Trust, the Owner Trustee, the Indenture Trustee, the Noteholdersapplicable Collateral Agent, the Servicer, any Supplemental Credit Enhancement Provider, any other Transferor Noteholders or any other Person for any action taken, or for refraining from the taking of any action, in good faith in such capacities pursuant to this Agreement, it being expressly understood that all such liability is expressly waived and released as a condition of, and consideration for, the execution of this Agreement, the Indenture and any Indenture Supplement and the issuance of the Notes; providedPROVIDED, howeverHOWEVER, that this provision shall not protect any Transferor or Transferor, any director, officer, employee, member, incorporator or agent of any Transferor or, if applicable, any manager or member of any Transferor 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. Each Transferor and and, any director, officer, employee, member, incorporator or agent of such Transferor and, if applicable, any member or manager of such Transferor may rely in good faith on any document of any kind prima facie PRIMA FACIE properly executed and submitted by any Person (other than such Transferor) respecting any matters arising hereunder.. [END OF ARTICLE VI] 66
Appears in 1 contract
Samples: Transfer and Servicing Agreement (First Usa Credit Card Master Trust)