Exculpatory Provisions definition

Exculpatory Provisions. (A) Neither the Disbursing Agent nor the Collateral Agent shall have any duties or obligations except those expressly set forth herein and in the other Loan Documents to which it is a party, and no implied covenants, duties, obligations or liabilities shall be read into this Agreement or any other Loan Documents on the part of either such Agent. The duties of the Disbursing Agent and the Collateral Agent hereunder and in each other Loan Document shall be administrative in nature. Without limiting the generality of the foregoing, the Disbursing Agent and the Collateral Agent: 1. shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or Event of Default has occurred and is continuing; 2. shall not have any duty to take any discretionary action or exercise any discretionary powers, and shall not be required to exercise any discretion or take any action, but shall be required to act or refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of LC Provider as shall be expressly provided for herein or in the other Loan Documents, and such instructions shall be binding; provided that neither the Disbursing Agent nor the Collateral Agent shall be required to take any action (i) unless it is furnished with an indemnification satisfactory to such Agent with respect thereto or (ii) that, in its opinion or the opinion of its counsel, may expose the Disbursing Agent or the Collateral Agent to liability or that is contrary to any Loan Document or applicable Requirements of Law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law; and 3. shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for failure to disclose, any information relating to the Company or any of its Affiliates that is communicated to or obtained by any Person serving as the Disbursing Agent or the Collateral Agent or any of its Affiliates in any capacity.
Sample 1

Examples of Exculpatory Provisions in a sentence

  • The Agent may perform any of its duties hereunder by or through agents or employees (provided such delegation does not constitute a relinquishment of its duties as Agent) and, subject to Sections 9.5 [Reimbursement of Agent by Borrower, Etc.] and 9.6 [Exculpatory Provisions; Limitation of Liability], shall be entitled to engage and pay for the advice or services of any attorneys, accountants or other experts concerning all matters pertaining to its duties hereunder and to rely upon any advice so obtained.

  • Subject to the provisions of Section 9.6 [Exculpatory Provisions, Etc.], no Bank shall have any right of action whatsoever against the Administrative Agent as a result of the Administrative Agent acting or refraining from acting hereunder in accordance with the instructions of the Required Banks, or in the absence of such instructions, in the absolute discretion of the Administrative Agent.

  • When it deems desirable and necessary to advance and to promote new residential subdivision development, the Common Council may, on behalf of the City of Clintonville, enter into a development agreement with the appropriate persons.

  • Amend Section 5.2 [Pro Rata Treatment of Lenders], 10.3 [Exculpatory Provisions, Etc.] or 5.3 [Sharing of Payments by Lenders] or this Section 11.1, alter any provision regarding the pro rata treatment of the Lenders or requiring all Lenders to authorize the taking of any action or reduce any percentage specified in the definition of Required Lenders, in each case without the consent of all of the Lenders.

  • Any action taken or failure to act pursuant to such instructions or discretion shall be binding on the Banks, subject to Section 9.6 [Exculpatory Provisions, Etc.].

  • Amend Sections 4.2 [Pro Rata Treatment of Banks], 9.6 [Exculpatory Provisions] or 9.13 [Equalization of Banks] or this Section 10.1, alter any provision regarding the pro rata treatment of the Banks, change the definition of Required Banks, or change any requirement providing for the Banks or the Required Banks to authorize the taking of any action hereunder.

  • Subject to the provisions of Section 9.6 [Exculpatory Provisions; Limitation of Liability], no Lender shall have any right of action whatsoever against the Agent as a result of the Agent acting or refraining from acting hereunder in accordance with the instructions of the Required Lenders, or in the absence of such instructions, in the absolute discretion of the Agent.

  • AGENCY PROVISIONS 42 10.1 Appointment 42 10.2 Delegation of Duties 43 10.3 Exculpatory Provisions 43 10.4 Reliance on Communications 44 10.5 Notice of Default 44 10.6 Non-Reliance on Administrative Agent and Other Lenders 44 10.7 Indemnification 45 10.8 Administrative Agent in Its Individual Capacity 45 10.9 Successor Administrative Agent 46 SECTION 11.

  • THE AGENTS 39 Section 11.1. Authorization and Action 39 Section 11.2. Delegation of Duties 40 Section 11.3. Exculpatory Provisions 40 Section 11.4. Reliance by Agents 41 Section 11.5. Non-Reliance on Other Agents and Other Lenders 41 Section 11.6. Reimbursement and Indemnification 42 Section 11.7. Agents in their Individual Capacities 42 Section 11.8. Conflict Waivers 42 Section 11.9. UCC Filings 42 Section 11.10.

  • Section 9.01 Appointment and Authority 154 Section 9.02 Rights as a Lender 155 Section 9.03 Exculpatory Provisions 155 Section 9.04 Reliance by Administrative Agent 156 Section 9.05 Delegation of Duties 156 Section 9.06 Resignation of Administrative Agent 157 Section 9.08 No Other Duties, Etc.

Related to Exculpatory Provisions

  • statutory provision means a provision of an Act or of an instrument made under an Act.

  • Severability If any provision of this Consulting Agreement is invalid, illegal, or unenforceable, the balance of this Consulting Agreement shall remain in effect, and if any provision is inapplicable to any person or circumstance, it shall nevertheless remain applicable to all other persons and circumstances.

  • Limitation of Liability PrimePay has negotiated preferred terms and conditions with FD as a service to PrimePay Clients. Client understands that FD, and not PrimePay, will be performing those services and that Client will enter its own service agreement(s) with FD for such services under terms and conditions specified by FD and agreed to by Client. Accordingly, Client acknowledges that FD shall be the provider of Payment Processing Services hereunder and that PrimePay shall have no liability whatsoever for or related to the performance of those services, including any and all damages, costs and related expenses (including attorney fees).

  • Adjustment Provisions means all relevant provisions of these Conditions which provide for any adjustment, delay, modification, cancellation or determination in relation to an Index, the valuation procedure for an Index or the Preference Shares. This shall include the provisions of Condition 11 (Calculation Agent Modifications) and all subsequent Conditions.

  • Exculpation means the exculpation provision set forth in Article X.E hereof.

  • Arrangement Provisions means Part 9, Division 5 of the BCBCA;

  • Other Applicable Provisions The provisions of Sections 9.1(c), 9.8, 9.9 and 9.11 of the Equity Definitions will be applicable, except that all references in such provisions to “Physically-settled” shall be read as references to “Share Settled”. “Share Settled” in relation to any Option means that Net Share Settlement or Combination Settlement is applicable to that Option.

  • Other Definitional Provisions set forth in Section 1.2 of the Basic Servicing Agreement are incorporated by reference into this 2017-3 Servicing Supplement.

  • Special Provisions Special Provisions are specific conditions or requirements peculiar to the contract under consideration and are supplemental to the General Provisions. Should the Special Provisions conflict with the General Provisions, the Special Provisions shall prevail.

  • Communications Provisions means the Communications Provisions in [Part 10, Chapter 4] of the General Regulations.

  • substantive provisions , in relation to an old Act, means the provisions of the old Act other than those dealing with matters dealt with in the Taxation Administration Act 2003.

  • Non-Lead Servicing Agreements means the PSA with respect to each Non-Lead Note (other than the Non-Lead Note that is included in the Lead Securitization).

  • Indemnification Provisions means each of the Debtors’ indemnification provisions currently in place whether in the Debtors’ bylaws, certificates of incorporation, other formation documents, board resolutions, or contracts for the current and former directors, officers, managers, employees, attorneys, other professionals, and agents of the Debtors and such current and former directors’, officers’, and managers’ respective Affiliates.

  • ESG Pricing Provisions has the meaning specified in Section 2.18.

  • General Provisions means those portions of the Subscription Agreement headed “General Provisions” and contained on pages 7 to 12;

  • Non-Lead Servicing Agreement means the pooling and servicing agreement, trust and servicing agreement or other similar agreement to be entered into in connection with a Non-Lead Securitization Note.

  • Transfer Provisions means the provisions of Section 00-00-000 of the FILOT Act, as amended or supplemented from time to time, concerning, among other things, the necessity of obtaining County consent to certain transfers.

  • Miscellaneous Interests means all properties, assets, rights and interests of any nature whatsoever which are related to Petroleum and Natural Gas Rights or Tangibles, excepting Petroleum and Natural Gas Rights and Tangibles, and including without limitation:

  • Exceptions and Limitations means fair use, fair dealing, and/or any other exception or limitation to Copyright and Similar Rights that applies to Your use of the Licensed Material.

  • REIT Provisions of the Code means Sections 856 through 860 of the Code and any successor or other provisions of the Code relating to real estate investment trusts (including provisions as to the attribution of ownership of beneficial interests therein) and the regulations promulgated thereunder.

  • former provisions means the provisions of the Petroleum Act 1936 which, by force of section 134 of the Petroleum Act are deemed to subsist and enure in their application to or in relation to the Xxxxxx Island Lease;

  • Governing Law This Agreement is governed by, and shall be construed in accordance with, English law.

  • Surviving Provisions has the meaning specified in Section 10.02.

  • Supplemental Provisions means these Supplemental Provisions for Federally Funded Contracts, Grants, and Purchase Orders subject to the Federal Funding Accountability and Transparency Act of 2006, As Amended, as may be revised pursuant to ongoing guidance from the relevant Federal or State of Colorado agency or institution of higher education.

  • Relevant Provisions means, in respect of the Determination Agent, the provisions of the Determination Agency Agreement, the Trust Deed, and the Conditions.

  • Breach of Agreement provisions of Section 5(a)(ii) will apply to Party A and will not apply to Party B.