Common use of Limitations on Liability of the Transferor Clause in Contracts

Limitations on Liability of the Transferor. Subject to Section 7.1, neither the Transferor nor any of the directors, officers, employees, incorporators or agents of the Transferor acting in such capacities shall be under any liability to the Trust, the Trustee, the Certificateholders, any Series Enhancer 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 such liability is expressly waived and released as a condition of, and consideration for, the execution of this Agreement and any Supplement and the issuance of the Certificate; provided, however, that this provision shall not protect the Transferor 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 Transferor and any director, officer, employee or agent of the Transferor may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person (other than the Transferor) respecting any matters arising hereunder.

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (Partners First Receivables Funding Corp), Pooling and Servicing Agreement (Partners First Receivables Funding Corp), Pooling and Servicing Agreement (Credit Card Receivables Funding Corp)

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Limitations on Liability of the Transferor. Subject to Section 7.1Sections 7.1 and 7.4, neither the Transferor, any Holder of the Transferor Certificate nor any of the directors, officers, employees, incorporators employees or agents of the Transferor acting in such capacities shall be under any liability to the Trust, the Trustee, the Certificateholders, any Series Enhancer Enhancement Provider or any other Person for any action taken or for refraining from the taking of any action in good faith in such their capacities as Transferor pursuant to this Agreement, it being expressly understood that such liability is expressly waived and released as a condition of, and consideration for, the execution of this Agreement and any Supplement and the issuance of the Certificate; provided, however, that this provision shall not protect the Transferor, any Holder of the Transferor Certificate 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 Transferor and any director, officer, employee or agent of the Transferor may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person (other than the Transferor) respecting any matters arising hereunder.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Target Corp), Pooling and Servicing Agreement (Target Receivables Corp)

Limitations on Liability of the Transferor. Subject to Section 7.1, neither the Transferor nor any of the directors, officers, employees, incorporators or agents of the Transferor acting in such capacities shall be under any liability to the Trust, the Trustee, the CertificateholdersSecurityholders, any Series Enhancer 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 such liability is expressly waived and released as a condition of, and consideration for, the execution of this Agreement and any Supplement and the issuance of the CertificateSecurity; provided, however, that this provision shall not protect the Transferor 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 Transferor and any director, officer, employee or agent of the Transferor may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person (other than the Transferor) respecting any matters arising hereunder.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Partners First Receivables Funding Corp), Pooling and Servicing Agreement (Partners First Credit Card Master Trust)

Limitations on Liability of the Transferor. Subject to ------------------------------------------ Section 7.1, 7.1 neither the Transferor nor any of the directors, officers, employees, incorporators or agents of the Transferor acting in such capacities shall be under any liability to the Trust, the Trustee, the CertificateholdersSecurityholders, any Series Enhancer 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 such liability is expressly waived and released as a condition of, and consideration for, the execution of this Agreement and any Supplement and the issuance of the CertificateSecurity; provided, -------- however, that this provision shall not protect the Transferor 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 Transferor and any director, officer, employee or agent of the Transferor may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person (other than the Transferor) respecting any matters arising hereunder.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (First National Bank of Atlanta)

Limitations on Liability of the Transferor. Subject to Section 7.1Sections 7.1 and 7.4, neither the Transferor, any Holder of the Exchangeable Transferor Certificate nor any of the their directors, officers, employees, incorporators employees or agents of the Transferor acting in such capacities shall be under any liability to the Trust, the Trustee, the Certificateholders, any Series Enhancer Enhancement Provider or any other Person for any action taken or for refraining from the taking of any action in good faith in such their capacities as or on behalf of the Transferor pursuant to this Agreement, it being expressly understood that such liability is expressly waived and released as a condition of, and consideration for, the execution of this Agreement and any Supplement and the issuance of the Certificate; provided, however, that this provision shall not protect the Transferor, any Holder of the Exchangeable Transferor Certificate or any such person of their directors, officers, employees or agents 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 Transferor and any director, officer, employee or agent of the Transferor may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person (other than the Transferor) respecting any matters arising hereunder.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Pier 1 Imports Inc/De)

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Limitations on Liability of the Transferor. Subject to Section 7.15.01, neither none of the Transferor nor or any of the directors, officers, employees, incorporators incorporators, agents, members or agents managers of the Transferor acting in such capacities shall be under any liability to the TrustIssuer, the Owner Trustee, the CertificateholdersIndenture Trustee, the Noteholders, any O/C Holder, any Series Enhancer 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 such liability is expressly waived and released as a condition of, and consideration for, the execution of this Agreement and any Supplement and the issuance of the CertificateAgreement; provided, however, that this provision shall not protect the Transferor 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 its duties or by reason of reckless disregard of obligations and its duties hereunder. The Transferor and any director, officer, employee employee, member or manager or agent of the Transferor may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person (other than the Transferor) respecting any matters arising hereunder.

Appears in 1 contract

Samples: Transfer and Servicing Agreement (Compucredit Corp)

Limitations on Liability of the Transferor. Subject to Section 7.17.01, neither the Transferor nor any of the its directors, officers, employees, incorporators or agents of the Transferor acting in such capacities shall be under any liability to the Trust, the Trustee, the Certificateholders, the Certificate Owners, any Series Enhancer Enhancer, 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 such liability is expressly waived and released as a condition of, and consideration for, the execution of this Agreement and any Supplement and the issuance of the CertificateCertificates; provided, however, that this provision shall not protect the any Transferor 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 Each Transferor and any director, officer, employee or agent of the such Transferor may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person (other than the such Transferor) respecting any matters arising hereunder.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Nextcard Inc)

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