LIMITED LIABILITY OF THE FRONTING BANK Sample Clauses

LIMITED LIABILITY OF THE FRONTING BANK. The Loan Parties assume all risks of the acts or omissions of any beneficiary of any letter of Credit and any successor beneficiary to whom such Letter of Credit has been transferred in accordance with its terms (a "Transferee Beneficiary") with respect to its use of such Letter of Credit. The Agent, the Lenders, the Fronting Bank and their respective officers, directors, employees and agents shall not be liable or responsible for, and the obligations of each Lender to make payments (other than obligations of such Lender to the extent resulting from the gross negligence or willful misconduct of the Fronting Bank) and of the Loan Parties to reimburse the Fronting Bank for payments (other than obligations of such Lender to the extent resulting from the gross negligence or willful misconduct of the Fronting Bank), pursuant to this Section shall not be excused by, any action or inaction of any Agent, any Lender or the Fronting Bank related to (a) the use which may be made of any Letter of Credit or any acts or omissions of any beneficiary or Transferee Beneficiary in connection therewith; (b) the validity, sufficiency or genuineness of documents presented under any Letter of Credit, or of any endorsements thereon,even if such documents should in fact prove to be in any or all respects invalid, insufficient, fraudulent or forged (other than, in connection therewith, any action or inaction of the Fronting Bank which is determined by a court of competent jurisdiction to constitute gross negligence of willful misconduct); or (c) payment by the Fronting Bank against presentation of documents to the Fronting Bank which do not comply with the terms of any Letter of Credit, including failure of any documents to bear any reference or adequate reference to the Letter of Credit. Notwithstanding the foregoing, Borrower shall have a claim against the Fronting Bank, and the Fronting Bank shall be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential, damages suffered by the Borrower which were caused by (a) the Fronting Bank's willful misconduct or gross negligence in determining whether documents presented under any Letter of Credit comply with the terms thereof or (b) the Fronting Bank's willful failure to pay any Letter of Credit after the presentation to the Fronting Bank by any beneficiary (or Transferee Beneficiary) of documents strictly complying with the terms and conditions of such Letter of Credit. Subject to the...
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Related to LIMITED LIABILITY OF THE FRONTING BANK

  • Limited Liability of Members No Member shall be liable for any debts or obligations of the Company beyond the amount of the Capital Contributions made by such Member.

  • Limited Liability of Limited Partners (1) Each Unit of Limited Partnership Interest, when purchased by a Limited Partner, subject to the qualifications set forth below, shall be fully paid and non-assessable.

  • Liability of the Liquidity Provider (a) Neither the Liquidity Provider nor any of its officers, employees or directors shall be liable or responsible for: (i) the use which may be made of the Advances or any acts or omissions of the Borrower or any beneficiary or transferee in connection therewith; (ii) the validity, sufficiency or genuineness of documents, or of any endorsement thereon, even if such documents should prove to be in any or all respects invalid, insufficient, fraudulent or forged; or (iii) the making of Advances by the Liquidity Provider against delivery of a Notice of Borrowing and other documents which do not comply with the terms hereof; provided, however, that the Borrower shall have a claim against the Liquidity Provider, and the Liquidity Provider shall be liable to the Borrower, to the extent of any damages suffered by the Borrower that were the result of (A) the Liquidity Provider’s willful misconduct or gross negligence in determining whether documents presented hereunder comply with the terms hereof or (B) any breach by the Liquidity Provider of any of the terms of this Agreement or the Intercreditor Agreement, including, but not limited to, the Liquidity Provider’s failure to make lawful payment hereunder after the delivery to it by the Borrower of a Notice of Borrowing complying with the terms and conditions hereof. In no event, however, shall the Liquidity Provider be liable on any theory of liability for any special, indirect, consequential or punitive damages (including, without limitation, loss of profits, business or anticipated savings).

  • Limited Liability Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a member of the Company.

  • Liability of DFA Australia DFA Australia shall not be liable for any error of judgment or of law or for any loss suffered by the Fund in connection with the matters to which this Agreement relates, except loss resulting from willful misfeasance, bad faith, or gross negligence on the part of DFA Australia in the performance of its obligations and duties, or by reason of its reckless disregard of its obligations and duties under this Agreement.

  • Limited Liability Company Interests Interests in the Company shall be represented by Units, or such other Equity Securities in the Company, or such other Company securities, in each case as the Managing Member may establish in its sole discretion in accordance with the terms hereof. As of the date hereof, the Units are comprised of one Class: “Class A Units”.

  • Liability of the Administrative Agent The Administrative Agent shall be liable under this Trust Agreement only to the extent of the obligations specifically undertaken hereunder by the Administrative Agent in its capacity as Administrative Agent.

  • Liability of Portfolio Supervisor The Portfolio Supervisor shall be under no liability to the Unit holders for any action taken or for refraining from the taking of any action in good faith pursuant to this Indenture or for errors in judgment, but shall be liable only for its own willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties hereunder."

  • Certificate of Limited Liability Company Interest A Member’s limited liability company interest may be evidenced by a certificate of limited liability company interest executed by the Manager or an officer in such form as the Manager may approve; provided that such certificate of limited liability company interest shall not bear a legend that causes such limited liability company interest to constitute a security under Article 8 (including Section 8-103) of the Uniform Commercial Code as enacted and in effect in the State of Delaware, or the corresponding statute of any other applicable jurisdiction.

  • Limited Liability Company Existence (a) During the term of this Agreement, the Depositor will keep in full force and effect its existence, rights and franchises as a limited liability company under the laws of the jurisdiction of its formation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Basic Documents and each other instrument or agreement necessary or appropriate to the proper administration of this Agreement and the transactions contemplated hereby. In addition, all transactions and dealings between the Depositor and its Affiliates will be conducted on an arm’s-length basis.

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