No Responsibility for Certain Conduct Sample Clauses
The "No Responsibility for Certain Conduct" clause serves to limit a party's liability for actions or behaviors that are outside their control or not directly attributable to them. In practice, this clause typically specifies that a party is not responsible for the acts, omissions, or misconduct of third parties, such as subcontractors, agents, or unrelated individuals. By including this provision, the contract clarifies the boundaries of each party's obligations and helps prevent disputes over liability for unforeseen or uncontrollable events, thereby allocating risk more fairly between the parties.
No Responsibility for Certain Conduct. (a) In connection with the Loan Documents, notwithstanding anything to the contrary expressed or implied herein or in the other Loan Documents, no Agent shall:
(i) be bound to inquire as to (A) whether or not any representation made by any other Person in connection with any Transaction Document is true; (B) the occurrence or otherwise of any Event of Default or Potential Default; (C) the performance by any other Person of its obligations under any of the Transaction Documents; or (D) any breach of or default by any other Person of its obligations under any of the Transaction Documents;
(ii) be bound to account to any Person for any sum or the profit element of any sum received by it for its own account except as expressly provided under the Loan Documents;
(iii) be bound to disclose to any Person any information relating to the Project or to any Person if such disclosure would, or might in its opinion, constitute a breach of any Governmental Rule or be otherwise actionable at the suit of any Person; or
(iv) be under any fiduciary duties or obligation other than those for which express provision is made in this Common Agreement or in any other Loan Document to which such Person is a party.
(b) No Agent shall have any responsibility for the accuracy or completeness of any information supplied by any Person (other than such Person) in connection with the Project or for the legality, validity, effectiveness, adequacy or enforceability of any Transaction Document or any other document referred to herein or provided for herein or therein or for any recitals, statements, representations or warranties made by the Borrower or any other Person contained in this Common Agreement or any other Transaction Document or in any certificate or other document referred to or provided for in, or received by such Agent, hereunder or thereunder. No Agent shall be liable as a result of any failure by the Borrower or its Affiliates or any Person party hereto or to any other Transaction Document (except such Agent) to perform their respective obligations hereunder or under any other Transaction Document or any document referred to or provided for herein or therein or as a result of taking or omitting to take any action hereunder or in relation to any Transaction Document, except to the extent of such Agent’s gross negligence or willful misconduct.
(c) Any Agent and its Affiliates may accept deposits from, lend money to and generally engage in any kind of banking or other business ...
No Responsibility for Certain Conduct. (a) Notwithstanding anything to the contrary expressed or implied herein, the Collateral Agent and the Paying Agent shall not:
(i) be bound to inquire as to (w) whether or not any representation made by any other Person in connection with any Loan Document is true, (x) the occurrence or otherwise of any Event of Default, (y) the performance by any other Person of its obligations under any of the Loan Documents or the satisfaction of any condition precedent to any obligation of any Secured Party, or (z) any breach of or default by any Person of its obligations under any of the Loan Documents or otherwise;
(ii) be bound to disclose to any Person any information relating to this Agreement, the Notes, the other Loan Documents or any transactions contemplated thereby if such disclosure would constitute a breach of any Applicable Law or be otherwise actionable at the suit of any Person; or
(iii) be bound to take any action (and will incur no liability for doing so) in the event there is any bona fide, good faith disagreement between the other parties to this Agreement or any of the other Loan Documents resulting in adverse claims being made in connection with the Collateral held by the Collateral Agent and the terms of this Agreement or any of the other Loan Documents do not unambiguously mandate the action the Collateral Agent and/or the Paying Agent is to take or not to take in connection therewith under the circumstances then existing, or the Collateral Agent and/or the Paying Agent is in doubt as to what action it is required to take or not to take hereunder or under the other Loan Documents, until the Collateral Agent and/or the Paying Agent is directed otherwise in writing by a request signed jointly by the parties hereto entitled to give such direction or by order of a court of competent jurisdiction, provided that the parties hereto acknowledge that the terms of this Agreement are not intended to negate any specific rights of the Company or the other Obligors.
(b) The Collateral Agent and/or the Paying Agent shall have no responsibility for the accuracy or completeness of any information supplied by any Person (other than itself) in connection with this Agreement, the Notes and the other Loan Documents or for the legality, validity, effectiveness, adequacy or enforceability of any Loan Document or any other document referred to herein or provided for herein or therein or for any recitals, statements, representations or warranties made by the Obligors or ...