Common use of Limited liability for the Agent Clause in Contracts

Limited liability for the Agent. (a) The Agent will not be liable to the Noteholders for damage or loss caused by any action taken or omitted by it under or in connection with any Finance Document, unless directly caused by its negligence or wilful misconduct. The Agent shall never be responsible for indirect loss. (b) The Agent shall not be considered to have acted negligently if it has acted in accordance with advice from or opinions of reputable external experts engaged by the Agent or if the Agent has acted with reasonable care in a situation when the Agent considers that it is detrimental to the interests of the Noteholders to delay the action in order to first obtain instructions from the Noteholders. (c) The Agent shall not be liable for any delay (or any related consequences) in crediting an account with an amount required pursuant to the Finance Documents to be paid by the Agent to the Noteholders, provided that the Agent has taken all necessary steps as soon as reasonably practicable to comply with the regulations or operating procedures of any recognised clearing or settlement system used by the Agent for that purpose. (d) The Agent shall have no liability to the Noteholders for damage caused by the Agent acting in accordance with instructions of the Noteholders given in accordance with Clause 17 (Decisions by Noteholders) or a demand by Noteholders given pursuant to Clause 12.11. (e) Any liability towards the Issuer which is incurred by the Agent in acting under, or in relation to, the Finance Documents shall not be subject to set-off against the obligations of the Issuer to the Noteholders under the Finance Documents. (f) The Agent is not liable for information provided to the Noteholders by or on behalf of the Issuer or by any other person.

Appears in 3 contracts

Samples: Amendment and Restatement Agreement, Terms and Conditions, Terms and Conditions

AutoNDA by SimpleDocs

Limited liability for the Agent. (a) The Agent will not be liable to the Noteholders Bondholders for damage or loss caused by any action taken or omitted by it under or in connection with any Finance Document, unless directly caused by its gross negligence or wilful misconduct. The Agent shall never be responsible for indirect loss. (b) . The Agent shall not be considered to have acted negligently if it has acted in accordance with advice from or opinions of reputable external experts engaged by the Agent or if the Agent has acted with reasonable care in a situation when the Agent considers that it is detrimental to the interests of the Noteholders Bondholders to delay the action in order to first obtain instructions from the Noteholders. (c) Bondholders. The Agent shall not be liable for any delay (or any related consequences) in crediting an account with an amount required pursuant to the Finance Documents to be paid by the Agent to the NoteholdersBondholders, provided that the Agent has taken all necessary steps as soon as reasonably practicable to comply with the regulations or operating procedures of any recognised clearing or settlement system used by the Agent for that purpose. (d) . The Agent shall have no liability to the Noteholders Bondholders for damage caused by the Agent acting in accordance with instructions of the Noteholders given in accordance with Clause 17 (Decisions by Noteholders) or a demand by Noteholders given pursuant to Clause 12.11. (e) Bondholders. Any liability towards the Issuer which is incurred by the Agent in acting under, or in relation to, the Finance Documents shall not be subject to set-off against the obligations of the Issuer to the Noteholders Bondholders under the Finance Documents. (f) . The Agent is not liable for information provided to the Noteholders Bondholders by or on behalf of the Issuer or by any other person.

Appears in 2 contracts

Samples: Amendment and Restatement Agreement, Amendment and Restatement Agreement

Limited liability for the Agent. (a) The Agent will not be liable to the Noteholders Bondholders for damage or loss caused by any action taken or omitted by it under or in connection with any Finance Document, unless directly caused by its negligence or wilful willful misconduct. The Agent shall never be responsible for indirect loss. (b) The Agent shall not be considered to have acted negligently if it has acted in accordance with advice from or opinions of reputable external experts engaged by addressed to the Agent or if the Agent has acted with reasonable care in a situation when the Agent considers that it is detrimental to the interests of the Noteholders Bondholders to delay the action in order to first obtain instructions from the NoteholdersBondholders. (c) The Agent shall not be liable for any delay (or any related consequences) in crediting an account with an amount required pursuant to the Finance Documents to be paid by the Agent to the NoteholdersBondholders, provided that the Agent has taken all necessary steps as soon as reasonably practicable to comply with the regulations or operating procedures of any recognised clearing or settlement system used by the Agent for that purpose. (d) The Agent shall have no liability to the Noteholders Bondholders or the Issuer for damage caused by the Agent when acting in accordance with instructions of the Noteholders Bondholders given to the Agent in accordance with Clause 17 (Decisions by Noteholders) or a demand by Noteholders given pursuant to Clause 12.11the Finance Documents. (e) Any liability towards the Issuer which is incurred by the Agent in acting under, or in relation to, the Finance Documents shall not be subject to set-off against the obligations of the Issuer to the Noteholders Bondholders under the Finance Documents. (f) The Agent is not liable for information provided to the Noteholders Bondholders by or on behalf of the Issuer or by any other person.

Appears in 2 contracts

Samples: Second Amendment and Restatement Agreement, First Amendment and Restatement Agreement

Limited liability for the Agent. (a) The Agent will not be liable to the Noteholders Bondholders for damage or loss caused by any action taken or omitted by it under or in connection with any Finance Document, unless directly caused by its negligence or wilful misconduct. The Agent shall never be responsible for indirect loss. (b) The Agent shall not be considered to have acted negligently if it has acted in accordance with advice from or opinions of reputable external experts engaged by addressed to the Agent or if the Agent has acted with reasonable care in a situation when the Agent considers that it is detrimental to the interests of the Noteholders Bondholders to delay the action in order to first obtain instructions from the NoteholdersBondholders. (c) The Agent shall not be liable for any delay (or any related consequences) in crediting an account with an amount required pursuant to the Finance Documents to be paid by the Agent to the NoteholdersBondholders, provided that the Agent has taken all necessary steps as soon as reasonably practicable to comply with the regulations or operating procedures of any recognised clearing or settlement system used by the Agent for that purpose. (d) The Agent shall have no liability to the Noteholders Bondholders or the Issuer for damage caused by the Agent when acting in accordance with instructions of the Noteholders Bondholders given to the Agent in accordance with Clause 17 (Decisions by Noteholders) or a demand by Noteholders given pursuant to Clause 12.11the Terms and Conditions. (e) Any liability towards the Issuer which is incurred by the Agent in acting under, or in relation to, the Finance Documents shall not be subject to set-off against the obligations of the Issuer to the Noteholders Bondholders under the Finance Documents. (f) The Agent is not liable for information provided to the Noteholders Bondholders by or on behalf of the Issuer or by any other person.

Appears in 1 contract

Samples: Amendment and Restatement Agreement

Limited liability for the Agent. (a) The Agent will not be liable to the Noteholders Bondholders for damage or loss caused by any action taken or omitted by it under or in connection with any Finance Document, unless directly caused by its negligence or wilful misconduct. The Agent shall never be responsible for indirect loss. (b) The Agent shall not be considered to have acted negligently if it has acted in accordance with advice from or opinions of reputable external experts engaged by the Agent or if the Agent has acted with reasonable care in a situation when the Agent considers that it is detrimental to the interests of the Noteholders Bondholders to delay the action in order to first obtain instructions from the NoteholdersBondholders. (c) The Agent shall not be liable for any delay (or any related consequences) in crediting an account with an amount required pursuant to the Finance Documents to be paid by the Agent to the NoteholdersBondholders, provided that the Agent has taken all necessary steps as soon as reasonably practicable to comply with the regulations or operating procedures of any recognised clearing or settlement system used by the Agent for that purpose. (d) The Agent shall have no liability to the Noteholders Bondholders for damage caused by the Agent acting in accordance with instructions of the Noteholders Bondholders given in accordance with Clause 17 18 (Decisions by NoteholdersBondholders) or a demand by Noteholders Bondholders given pursuant to Clause 12.1116(a). (e) Any liability towards the Issuer which is incurred by the Agent in acting under, or in relation to, the Finance Documents shall not be subject to set-off against the obligations of the Issuer to the Noteholders Bondholders under the Finance Documents. (f) The Agent is not liable for information provided to the Noteholders by or on behalf of the Issuer or by any other person.

Appears in 1 contract

Samples: Terms and Conditions

Limited liability for the Agent. (a) The Agent will not be liable to the Noteholders Bondholders for damage or loss caused by any action taken or omitted by it under or in connection with any Finance Document, unless directly caused by its negligence or wilful misconduct. The Agent shall never be responsible for indirect loss. (b) The Agent shall not be considered to have acted negligently if it has acted in accordance with advice from or opinions of reputable external experts engaged by the Agent or if the Agent has acted with reasonable care in a situation when the Agent considers that it is detrimental to the interests of the Noteholders Bondholders to delay the action in order to first obtain instructions from the NoteholdersBondholders. (c) The Agent shall not be liable for any delay (or any related consequences) in crediting an account with an amount required pursuant to the Finance Documents to be paid by the Agent to the NoteholdersBondholders, provided that the Agent has taken all necessary steps as soon as reasonably practicable to comply with the regulations or operating procedures of any recognised clearing or settlement system used by the Agent for that purpose. (d) The Agent shall have no liability to the Noteholders Bondholders for damage caused by the Agent acting in accordance with instructions of the Noteholders Bondholders given in accordance with Clause 17 16 (Decisions by NoteholdersBondholders) or a demand by Noteholders Bondholders given pursuant to Clause 12.1114.9. (e) Any liability towards the Issuer which is incurred by the Agent in acting under, or in relation to, the Finance Documents shall not be subject to set-off against the obligations of the Issuer to the Noteholders Bondholders under the Finance Documents. (f) The Agent is not liable for information provided to the Noteholders by or on behalf of the Issuer or by any other person.

Appears in 1 contract

Samples: Amendment and Restatement Agreement

Limited liability for the Agent. (a) The Agent will not be liable to the Noteholders Bondholders for damage or loss caused by any action taken or omitted by it under or in connection with any Finance Document, unless directly caused by its negligence or wilful misconduct. The Agent shall never be responsible for indirect loss. (b) The Agent shall not be considered to have acted negligently if it has acted in accordance with advice from or opinions of reputable external experts engaged by the Agent or if the Agent has acted with reasonable care in a situation when the Agent considers that it is detrimental to the interests of the Noteholders Bondholders to delay the action in order to first obtain instructions from the NoteholdersBondholders. (c) The Agent shall not be liable for any delay (or any related consequences) in crediting an account with an amount required pursuant to the Finance Documents to be paid by the Agent to the NoteholdersBondholders, provided that the Agent has taken all necessary steps as soon as reasonably practicable to comply with the regulations or operating procedures of any recognised clearing or settlement system used by the Agent for that purpose. (d) The Agent shall have no liability to the Noteholders Bondholders for damage caused by the Agent acting in accordance with instructions of the Noteholders Bondholders given in accordance with Clause 17 16 (Decisions by NoteholdersBondholders) or a demand by Noteholders Bondholders given pursuant to Clause 12.1114.10(a). (e) Any liability towards the Issuer which is incurred by the Agent in acting under, or in relation to, the Finance Documents shall not be subject to set-off against the obligations of the Issuer to the Noteholders Bondholders under the Finance Documents. (f) The Agent is not liable for information provided to the Noteholders by or on behalf of the Issuer or by any other person.

Appears in 1 contract

Samples: Amendment and Restatement Agreement

AutoNDA by SimpleDocs

Limited liability for the Agent. (a) The Agent will not be liable to the Noteholders for damage or loss caused by any action taken or omitted by it under or in connection with any Finance Document, unless directly caused by its negligence or wilful misconduct. The Agent shall never be responsible for indirect loss. (b) The Agent shall not be considered to have acted negligently if it has acted in accordance with advice from or opinions of reputable external experts engaged by the Agent or if the Agent has acted with reasonable care in a situation when the Agent considers that it is detrimental to the interests of the Noteholders to delay the action in order to first obtain instructions from the Noteholders. (c) The Agent shall not be liable for any delay (or any related consequences) in crediting an account with an amount required pursuant to the Finance Documents to be paid by the Agent to the Noteholders, provided that the Agent has taken all necessary steps as soon as reasonably practicable to comply with the regulations or operating procedures of any recognised clearing or settlement system used by the Agent for that purpose. (d) The Agent shall have no liability to the Noteholders for damage caused by the Agent acting in accordance with instructions of the Noteholders given in accordance with Clause 17 14 (Decisions by Noteholders) or a demand by Noteholders given pursuant to Clause 12.111.1.1(a). (e) Any liability towards the Issuer which is incurred by the Agent in acting under, or in relation to, the Finance Documents shall not be subject to set-off against the obligations of the Issuer to the Noteholders under the Finance Documents. (f) The Agent is not liable for information provided to the Noteholders by or on behalf of the Issuer or by any other person.

Appears in 1 contract

Samples: Amendment and Restatement Agreement

Limited liability for the Agent. (a) 22.3.1 The Agent will not be liable to the Noteholders for damage or loss caused by any action taken or omitted by it under or in connection with any Finance Document, unless directly caused by its negligence or wilful misconduct. The Agent shall never be responsible for indirect loss. (b) 22.3.2 The Agent shall not be considered to have acted negligently if it has acted in accordance with advice from or opinions of reputable external experts engaged by addressed to the Agent or the Noteholders (as applicable) or if the Agent has acted with reasonable care in a situation when the Agent considers that it is detrimental to the interests of the Noteholders to delay the action in order to first obtain instructions from the Noteholders. (c) 22.3.3 The Agent shall not be liable for any delay (or any related consequences) in crediting an account with an amount required pursuant to the Finance Documents to be paid by the Agent to the Noteholders, provided that the Agent has taken all necessary steps as soon as reasonably practicable to comply with the regulations or operating procedures of any recognised clearing or settlement system used by the Agent for that purpose. (d) 22.3.4 The Agent shall have no liability to the Noteholders for damage caused by the Agent when acting in accordance with instructions of the Noteholders given in accordance with Clause 17 (Decisions by Noteholders) or a demand by Noteholders given pursuant to Clause 12.11Noteholders, in each case, in accordance with the Finance Documents. (e) 22.3.5 Any liability towards the Issuer which is incurred by the Agent in acting under, or in relation to, the Finance Documents shall not be subject to set-off against the obligations of the Issuer to the Noteholders under the Finance Documents. (f) The Agent is not liable for information provided to the Noteholders by or on behalf of the Issuer or by any other person.

Appears in 1 contract

Samples: Terms and Conditions

Limited liability for the Agent. (a) The Agent will not be liable to the Noteholders Bondholders for damage or loss caused by any action taken or omitted by it under or in connection with any Finance Document, unless directly caused by its negligence or wilful misconduct. The Agent shall never be responsible for indirect loss. (b) The Agent may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts (whether obtained by the Agent, by the Issuing Agent or by any other Party) and shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of its so relying. (c) The Agent shall not be considered to have acted negligently if it has acted in accordance with advice from or opinions of reputable external experts engaged by the Agent or if the Agent has acted with reasonable care in a situation when the Agent considers that it is detrimental to the interests of the Noteholders Bondholders to delay the action in order to first obtain instructions from the NoteholdersBondholders. (cd) The Agent shall not be liable for any delay (or any related consequences) in crediting an account with an amount required pursuant to the Finance Documents to be paid by the Agent to the NoteholdersBondholders, provided that the Agent has taken all necessary steps as soon as reasonably practicable to comply with the regulations or operating procedures of any recognised clearing or settlement system used by the Agent for that purpose. (de) The Agent shall have no liability to the Noteholders Bondholders for damage caused by the Agent acting in accordance with instructions of the Noteholders Bondholders given in accordance with Clause 17 (Decisions by Noteholders) the Finance Documents or a demand by Noteholders Bondholders given pursuant to Clause 12.1113.10 (Acceleration of the Bonds). (ef) Any liability towards the Issuer which is incurred by the Agent in acting under, or in relation to, the Finance Documents shall not be subject to set-off against the obligations of the Issuer to the Noteholders Bondholders under the Finance Documents. (f) The Agent is not liable for information provided to the Noteholders by or on behalf of the Issuer or by any other person.

Appears in 1 contract

Samples: Amendment and Restatement Agreement

Limited liability for the Agent. (a) 18.3.1 The Agent will not be liable to the Noteholders for damage or loss caused by any action taken or omitted by it under or in connection with any Finance Document, unless directly caused by its negligence or wilful misconduct. The Agent shall never be responsible for indirect loss. (b) 18.3.2 The Agent shall not be considered to have acted negligently if it has acted in accordance with advice from or opinions of reputable external experts engaged by the Agent or if the Agent has acted with reasonable care in a situation when the Agent considers that it is detrimental to the interests of the Noteholders to delay the action in order to first obtain instructions from the Noteholders. (c) 18.3.3 The Agent shall not be liable for any delay (or any related consequences) in crediting an account with an amount required pursuant to the Finance Documents to be paid by the Agent to the Noteholders, provided that the Agent has taken all necessary steps as soon as reasonably practicable to comply with the regulations or operating procedures of any recognised clearing or settlement system used by the Agent for that purpose. (d) 18.3.4 The Agent shall have no liability to the Noteholders for damage caused by the Agent acting in accordance with instructions of the Noteholders given in accordance with Clause 17 14 (Decisions by Noteholders) or a demand by Noteholders given pursuant to Clause 12.1112.1. (e) 18.3.5 Any liability towards the Issuer which is incurred by the Agent in acting under, or in relation to, the Finance Documents shall not be subject to set-off against the obligations of the Issuer to the Noteholders under the Finance Documents. (f) The Agent is not liable for information provided to the Noteholders by or on behalf of the Issuer or by any other person.

Appears in 1 contract

Samples: Amendment and Restatement Agreement

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!