Common use of No Obligations of Agent Clause in Contracts

No Obligations of Agent. Except to the extent otherwise expressly provided in this Agreement, the Agent assumes no obligations and shall not be subject to any liability under this Agreement, the Pledge Agreement or any Purchase Contract in respect of the obligations of the Holder of any Security thereunder. The Company agrees, and each Holder of a Certificate, by his acceptance thereof, shall be deemed to have agreed, that the Agent's execution of the Certificates on behalf of the Holders shall be solely as agent and attorney-in-fact for the Holders, and that the Agent shall have no obligation to perform such Purchase Contracts on behalf of the Holders, except to the extent expressly provided in Article Five hereof. Anything in this Agreement to the contrary notwithstanding, in no event shall the Agent or its officers, employees or agents be liable under this Agreement to any third party for indirect, special, punitive, or consequential loss or damage of any kind whatsoever, including lost profits, whether or not the likelihood of such loss or damage was known to the Agent, incurred without any act or deed that is found to be attributable to gross negligence or willful misconduct on the part of the Agent.

Appears in 5 contracts

Samples: Purchase Contract Agreement (Nisource Inc), Purchase Contract Agreement (Polaroid Corp), Purchase Contract Agreement (Bank United Corp)

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No Obligations of Agent. Except to the extent otherwise expressly provided in this Agreement, the Agent assumes no obligations obligation and shall not be subject to any liability under this Agreement, the Pledge Agreement or any Forward Purchase Contract in respect of the obligations of the Holder of any Security Equity Units or Stripped Units thereunder. The Company agrees, and each Holder of a Certificate, by his such Holder's acceptance thereof, shall be deemed to have agreed, that the Agent's execution of the Certificates on behalf of the Holders shall be solely as agent and attorney-in-fact for the Holders, and that the Agent shall have no obligation to perform such Forward Purchase Contracts on behalf of the Holders, except to the extent expressly provided in Article Five hereof. V. Anything contained in this Agreement to the contrary notwithstanding, in no event shall the Agent or its officers, employees or agents be liable under this Agreement to any third party for indirect, special, punitive, or consequential loss or damage of any kind whatsoever, including including, but not limited to, lost profits, whether or not the likelihood of such loss or damage was known to the Agent, incurred without any act or deed that is found to be attributable to gross negligence or willful misconduct on the part Agent and regardless of the Agentform of action.

Appears in 3 contracts

Samples: Forward Purchase Contract Agreement (American Electric Power Co Inc), Forward Purchase Contract Agreement (American Electric Power Co Inc), Forward Purchase Contract Agreement (Aep Capital Trust Iii)

No Obligations of Agent. Except to the extent otherwise expressly provided in this Agreement, the Agent assumes no obligations and shall not be subject to any liability under this Agreement, the Pledge Agreement or any Purchase Contract in respect of the obligations of the Holder of any Security thereunder. The Company agrees, and each Holder of a Certificate, by his acceptance thereof, shall be deemed to have agreed, that the Agent's execution of the Certificates on behalf of the Holders shall be solely as agent and attorney-in-fact for the Holders, and that the Agent shall have no obligation to perform such Purchase Contracts on behalf of the Holders, except to the extent expressly provided in Article Five V hereof. Anything Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, in no event shall the Agent or its officers, employees or agents be liable under this Agreement to any third party for indirect, special, punitive, punitive or consequential loss or damage of any kind whatsoever, including including, but not limited to, lost profits, whether or not the likelihood of such loss or damage was known to the Agent, incurred without any act or deed that is found to be attributable to gross negligence or willful misconduct on the part Agent and regardless of the Agentform of action.

Appears in 3 contracts

Samples: Purchase Contract Agreement (Duke Energy Corp), Purchase Contract Agreement (Duke Energy Corp), Purchase Contract Agreement (Duke Energy Corp)

No Obligations of Agent. Except to the extent otherwise expressly provided in this Agreement, the Agent assumes no obligations and shall not be subject to any liability under this Agreement, the Pledge Agreement or any Purchase Contract in respect of the obligations of the Holder of any Security thereunderUnit. The Company agrees, and each Holder of a Certificate, by his acceptance thereofof the Certificate, shall be deemed to have agreed, that the Agent's execution of the Certificates on behalf of the Holders shall be solely as agent and attorney-in-fact for the Holders, and that the Agent shall have no obligation to perform such Purchase Contracts on behalf of the Holders, except to the extent expressly provided in Article Five hereofFive. Anything in this Agreement to the contrary notwithstanding, in no event shall the Agent or its officers, employees or agents be liable under this Agreement or the Pledge Agreement to any third party for indirect, incidental, special, punitive, or consequential loss or damage of any kind whatsoeverkind, including lost profits, whether or not the likelihood of such loss or damage was known to the Agent, incurred without any act or deed that is found to be attributable to gross negligence or willful misconduct on the part of the Agent.

Appears in 2 contracts

Samples: Purchase Contract Agreement (New Nisource Inc), Purchase Contract Agreement (New Nisource Inc)

No Obligations of Agent. Except to the extent otherwise expressly provided in this Agreement, the Agent assumes no obligations obligation and shall not be subject to any liability under this Agreement, the Pledge Agreement or any Forward Purchase Contract in respect of the obligations of the Holder of any Security Equity Units or Stripped Equity Units thereunder. The Company agrees, and each Holder of a Certificate, by his such Holder’s acceptance thereof, shall be deemed to have agreed, that the Agent's ’s execution of the Certificates on behalf of the Holders shall be solely as agent and attorney-in-fact for the Holders, and that the Agent shall have no obligation to perform such Forward Purchase Contracts on behalf of the Holders, except to the extent expressly provided in Article Five hereof. V. Anything contained in this Agreement to the contrary notwithstanding, in no event shall the Agent or its officers, employees or agents be liable under this Agreement to any third party for indirect, special, punitive, or consequential loss or damage of any kind whatsoever, including including, but not limited to, lost profits, whether or not the likelihood of such loss or damage was known to the Agent, incurred without any act or deed that is found to be attributable to gross negligence or willful misconduct on the part Agent and regardless of the Agentform of action.

Appears in 2 contracts

Samples: Forward Purchase Contract Agreement (American Electric Power Co Inc), Forward Purchase Contract Agreement (American Electric Power Co Inc)

No Obligations of Agent. Except to the extent otherwise expressly provided in this Agreement, the Agent assumes no obligations and shall not be subject to any liability under this Agreement, the Pledge Agreement or any Purchase Contract in respect of the obligations of the Holder of any Security thereunderUnit. The Company agrees, and each Holder of a Certificate, by his acceptance thereofof the Certificate, shall be deemed to have agreed, that the Agent's execution of the Certificates on behalf of the Holders shall be solely as agent and attorney-in-fact for the Holders, and that the Agent shall have no obligation to perform such Purchase Contracts on behalf of the Holders, except to the extent expressly provided in Article Five hereofFive. Anything in this Agreement to the contrary notwithstanding, in no event shall the Agent or its officers, employees or agents be liable under this Agreement to any third party for indirect, special, punitive, or consequential loss or damage of any kind whatsoeverkind, including lost profits, whether or not the likelihood of such loss or damage was known to the Agent, incurred without any act or deed that is found to be attributable to gross negligence or willful misconduct on the part of the Agent.

Appears in 2 contracts

Samples: Purchase Contract Agreement (Nisource Inc), Purchase Contract Agreement (New Nisource Inc)

No Obligations of Agent. Except to the extent otherwise expressly provided in this Agreement, the Agent assumes no obligations obligation and shall not be subject to any liability under this Agreement, the Pledge Agreement or any Purchase Contract in respect of the obligations of the Holder of any Equity Security Units or Stripped Units thereunder. The Company agrees, and each Holder of a Certificate, by his such Holder's acceptance thereof, shall be deemed to have agreed, that the Agent's execution of the Certificates on behalf of the Holders shall be solely as agent and attorney-in-fact for the Holders, and that the Agent shall have no obligation to perform such Purchase Contracts on behalf of the Holders, except to the extent expressly provided in Article Five hereof. V. Anything contained in this Agreement to the contrary notwithstanding, in no event shall the Agent or its officers, employees or agents be liable under this Agreement to any third party for indirect, special, punitive, or consequential loss or damage of any kind whatsoever, including including, but not limited to, lost profits, whether or not the likelihood of such loss or damage was known to the Agent, incurred without any act or deed that is found to be attributable to gross negligence or willful misconduct on the part Agent and regardless of the Agentform of action.

Appears in 2 contracts

Samples: Purchase Contract Agreement (El Paso Corp/De), Purchase Contract Agreement (El Paso Corp/De)

No Obligations of Agent. Except to the extent otherwise expressly provided in this Agreement, the Agent assumes no obligations and shall not be subject to any liability under this Agreement, the Pledge Agreement or any Purchase Contract in respect of the obligations of the Holder of any Security thereunder. The Company agrees, and each Holder of a Certificate, by his such Xxxxxx's acceptance thereof, shall be deemed to have agreed, that the Agent's execution of the Certificates on behalf of the Holders shall be solely as agent and attorney-in-fact for the Holders, and that the Agent shall have no obligation to perform such Purchase Contracts on behalf of the Holders, except to the extent expressly provided in Article Five V hereof. Anything Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, in no event shall the Agent or its officers, employees or agents be liable under this Agreement to any third party for indirect, special, punitive, punitive or consequential loss or damage of any kind whatsoever, including including, but not limited to, lost profits, whether or not the likelihood of such loss or damage was known to the Agent, incurred without any act or deed that is found to be attributable to gross negligence or willful misconduct on the part Agent and regardless of the Agentform of action.

Appears in 2 contracts

Samples: Purchase Contract Agreement (Centurytel Inc), Purchase Contract Agreement (Centurytel Inc)

No Obligations of Agent. Except to the extent otherwise expressly provided in this Agreement, the Agent assumes no obligations and shall not be subject to any liability under this Agreement, the Pledge Agreement or any Purchase Contract in respect of the obligations of the Holder of any Security thereunder. The Company agrees, and each Holder of a Certificate, by his its acceptance thereof, shall be deemed to have agreed, that the Agent's execution of the Certificates on behalf of the Holders shall be solely as agent and attorney-attorney- in-fact for the Holders, and that the Agent shall have no obligation to perform such Purchase Contracts on behalf of the Holders, except to the extent expressly provided in Article Five hereof. Anything contained in this Agreement to the contrary notwithstanding, in no event shall the Agent or its officers, employees or agents be liable under this Agreement to any third party for indirect, special, punitive, or consequential loss or damage of any kind whatsoever, including lost profits, whether or not the likelihood of such loss or damage was known to the Agent, incurred without any act or deed that is found to be attributable to gross negligence or willful misconduct on the part of the Agent.

Appears in 1 contract

Samples: Purchase Contract Agreement (Dominion Resources Inc /Va/)

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No Obligations of Agent. Except to the extent otherwise expressly provided in this Agreement or the Pledge Agreement, the Agent assumes no obligations obligation and shall not be subject to any liability under this Agreement, the Pledge Agreement or any Purchase Contract in respect of the obligations of the Holder of any Security thereunder. The Company agrees, and each Holder of a Certificate, by his such Holder's acceptance thereof, shall be deemed to have agreed, that the Agent's execution of the Certificates on behalf of the Holders shall be solely as agent and attorney-in-fact for the Holders, and that the Agent shall have no obligation to perform such Purchase Contracts on behalf of the Holders, except to the extent expressly provided in Article Five hereof. V. Anything contained in this Agreement to the contrary notwithstanding, in no event shall the Agent or its officers, directors, employees or agents be liable under this Agreement or the Pledge Agreement to any third party for indirect, incidental, special, punitive, punitive or consequential loss or damage of any kind whatsoever, including lost profits, whether or not the likelihood of such loss or damage was known to the Agent, incurred without any act or deed that is found to be attributable to gross negligence or willful misconduct on the part Agent and regardless of the Agentform of action.

Appears in 1 contract

Samples: Purchase Contract Agreement (State Street Corp)

No Obligations of Agent. Except to the extent otherwise expressly provided in this Agreement, the Agent assumes no obligations obligation and shall not be subject to any liability under this Agreement, the Pledge Agreement or any Forward Purchase Contract in respect of the obligations of the Holder of any Security DECS thereunder. The Company agrees, and each Holder of a Certificate, by his such Holder's acceptance thereof, shall be deemed to have agreed, that the Agent's execution of the Certificates on behalf of the Holders shall be solely as agent and attorney-in-fact for the Holders, and that the Agent shall have no obligation to perform such Forward Purchase Contracts on behalf of the Holders, except to the extent expressly provided in Article Five hereof. V. Anything contained in this Agreement to the contrary notwithstanding, in no event shall the Agent or its officers, employees or agents be liable under this Agreement to any third party for indirect, special, punitive, or consequential loss or damage of any kind whatsoever, including including, but not limited to, lost profits, whether or not the likelihood of such loss or damage was known to the Agent, incurred without any act or deed that is found to be attributable to gross negligence or willful misconduct on the part Agent and regardless of the Agentform of action.

Appears in 1 contract

Samples: Forward Purchase Contract Agreement (Capital One Financial Corp)

No Obligations of Agent. Except to the extent otherwise expressly provided in this Agreement, the Agent assumes no obligations and shall not be subject to any liability under this Agreement, the Pledge Agreement or any Share Purchase Contract in respect of the obligations of the Holder of any Security thereunder. The Company agrees, and each Holder of a Certificate, by his acceptance thereof, shall be deemed to have agreed, that the Agent's execution of the Certificates on behalf of the Holders shall be solely as agent and attorney-in-fact for the Holders, and that the Agent shall have no obligation to perform such Share Purchase Contracts on behalf of the Holders, except to the extent expressly provided in Article Five V hereof. Anything contained in this Agreement to the contrary notwithstanding, in no event shall the Agent or its officers, employees or agents be liable under this Agreement to any third party for indirect, special, punitive, or consequential loss or damage of any kind whatsoever, including including, but not limited to, lost profits, whether or not the likelihood of such loss or damage was known to the Agent, incurred without any act or deed that is found to be attributable to gross negligence or willful misconduct on the part Agent and regardless of the Agentform of action.

Appears in 1 contract

Samples: Share Purchase Contract Agreement (Firstenergy Corp)

No Obligations of Agent. Except to the extent otherwise expressly provided in this Agreement, the Agent assumes no obligations obligation and shall not be subject to any liability under this Agreement, the Pledge Agreement or any Forward Purchase Contract in respect of the obligations of the Holder of any Security Equity Units or Stripped Equity Units thereunder. The Company agrees, and each Holder of a Certificate, by his such Holder's acceptance thereof, shall be deemed to have agreed, that the Agent's execution of the Certificates on behalf of the Holders shall be solely as agent and attorney-in-fact for the Holders, and that the Agent shall have no obligation to perform such Forward Purchase Contracts on behalf of the Holders, except to the extent expressly provided in Article Five hereof. V. Anything contained in this Agreement to the contrary notwithstanding, in no event shall the Agent or its officers, employees or agents be liable under this Agreement to any third party for indirect, special, punitive, or consequential loss or damage of any kind whatsoever, including including, but not limited to, lost profits, whether or not the likelihood of such loss or damage was known to the Agent, incurred without any act or deed that is found to be attributable to gross negligence or willful misconduct on the part Agent and regardless of the Agentform of action.

Appears in 1 contract

Samples: Forward Purchase Contract Agreement (Aep Capital Trust I)

No Obligations of Agent. Except to the extent otherwise expressly provided in this Agreement, the Agent assumes no obligations and shall not be subject to any liability under this Agreement, the Pledge Agreement or any Forward Purchase Contract in respect of the obligations of the Holder of any Security thereunder. The Company Each of the Co-Issuers agrees, and each Holder of a Certificate, by his or her acceptance thereof, shall be deemed to have agreed, that the Agent's execution of the Certificates on behalf of the Holders shall be solely as agent and attorney-in-fact for the Holders, and that the Agent shall have no obligation to perform such Forward Purchase Contracts on behalf of the Holders, except to the extent expressly provided in Article Five V hereof. Anything contained in this Agreement to the contrary notwithstanding, in no event shall the Agent or its officers, employees or agents be liable under this Agreement to any third party for indirect, special, punitive, or consequential loss or damage of any kind whatsoever, including lost profits, whether or not the likelihood of such loss or damage was known to the Agent, incurred without any act or deed that is found to be attributable to gross negligence or willful misconduct on the part Agent and regardless of the Agentform of action.

Appears in 1 contract

Samples: Forward Purchase Contract Agreement (Provident Financial Group Inc)

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