EXCLUSION OF LIABILITY. (a) Without limiting paragraph (b) below (and without prejudice to any other provision of any Debt Document excluding or limiting the liability of the Common Security Agent, any Receiver or Delegate), none of the Common Security Agent, any Receiver nor any Delegate will be liable for: (i) any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Debt Document or the Security Property unless directly caused by its gross negligence or wilful misconduct; (ii) exercising or not exercising any right, power, authority or discretion given to it by, or in connection with, any Debt Document, the Security Property or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Debt Document or the Security Property; (iii) any shortfall which arises on the enforcement or realisation of the Security Property; or (iv) without prejudice to the generality of paragraphs (i) to (iii) above, any damages, costs, losses, any diminution in value or any liability whatsoever arising as a result of: (A) any act, event or circumstance not reasonably within its control; or (B) the general risks of investment in, or the holding of assets in, any jurisdiction, including (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of: nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assets; breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action. (b) No Party (other than the Common Security Agent, that Receiver or that Delegate (as applicable)) may take any proceedings against any officer, employee or agent of the Common Security Agent, a Receiver or a Delegate in respect of any claim it might have against the Common Security Agent, a Receiver or a Delegate or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Debt Document or any Security Property and any officer, employee or agent of the Common Security Agent, a Receiver or a Delegate may rely on this Clause subject to Clause 1.5 (Third party rights) and the provisions of the Third Parties Act. (c) Nothing in this Agreement shall oblige the Common Security Agent to carry out: (i) any “know your customer” or other checks in relation to any person; or (ii) any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Primary Creditor, on behalf of any Primary Creditor and each Primary Creditor confirms to the Common Security Agent that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Common Security Agent. (d) Without prejudice to any provision of any Debt Document excluding or limiting the liability of the Common Security Agent, any Receiver or Delegate or the POA Agent, any liability of the Common Security Agent, any Receiver or Delegate or the POA Agent arising under or in connection with any Debt Document or the Security Property shall be limited to the amount of actual loss which has been finally judicially determined to have been suffered (as determined by reference to the date of default of the Common Security Agent, Receiver, Delegate or POA Agent (as the case may be) or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Common Security Agent, Receiver, Delegate or POA Agent (as the case may be) at any time which increase the amount of that loss. In no event shall the Common Security Agent, any Receiver or Delegate or the POA Agent be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Common Security Agent, Receiver, Delegate or POA Agent (as the case may be) has been advised of the possibility of such loss or damages.
Appears in 5 contracts
Sources: Amendment and Restatement Agreement (STUDIO CITY INTERNATIONAL HOLDINGS LTD), Amendment and Restatement Agreement (Melco Resorts & Entertainment LTD), Intercreditor Agreement (STUDIO CITY INTERNATIONAL HOLDINGS LTD)
EXCLUSION OF LIABILITY. (a) Without limiting paragraph (b) below (and without prejudice to any other provision of any Debt Finance Document excluding or limiting the liability of the Common Security Agent, any Receiver or Delegate), none of the Common Security Agent, any Receiver nor any Delegate will be liable for:
(i) any damages, costs or losses to any person, any diminution in value, value or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Debt Finance Document or the Transaction Security Property unless directly caused by its gross negligence or wilful misconduct;
(ii) exercising or not exercising any right, power, authority or discretion given to it by, by or in connection with, with any Debt Finance Document, the Transaction Security Property or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Debt Finance Document or the Security PropertyTransaction Security;
(iii) any shortfall which arises on the enforcement or realisation of the Security PropertyTransaction Security; or
(iv) without prejudice to the generality of paragraphs (i) to (iii) above, any damages, costs, losses, any diminution in value or any liability whatsoever arising as a result of:
(A) any act, event or circumstance not reasonably within its control; or
(B) the general risks of investment in, or the holding of assets in, any jurisdiction, including (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of: nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assets; breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.
(b) No Party (other than the Common Security Agent, that Receiver or that Delegate (as applicable)) may take any proceedings against any officer, employee or agent of the Common Security Agent, a Receiver or a Delegate in respect of any claim it might have against the Common Security Agent, a Receiver or a Delegate or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Debt Finance Document or any Transaction Security Property and any officer, employee or agent of the Common Security Agent, a Receiver or a Delegate may rely on this Clause paragraph (b) subject to Clause 1.5 1.4 (Third party rights) and the provisions of the Third Parties Act.
(c) Nothing in this Agreement shall oblige the Common Security Agent to carry out:
(i) any “know your customer” or other checks in relation to any person; or
(ii) any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Primary CreditorSecured Party (other than the Security Agent), on behalf of any Primary Creditor Secured Party (other than the Security Agent) and each Primary Creditor Secured Party (other than the Security Agent) confirms to the Common Security Agent that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Common Security Agent.
(d) Without prejudice to any provision of any Debt Finance Document excluding or limiting the liability of the Common Security Agent, any Receiver or Delegate, any liability of the Security Agent, any Receiver or Delegate or the POA Agent, any liability of the Common Security Agent, any Receiver or Delegate or the POA Agent arising under or in connection with any Debt Finance Document or the Transaction Security Property shall be limited to the amount of actual loss which has been finally judicially determined to have been suffered (as determined by reference to the date of default of the Common Security Agent, Receiver, Receiver or Delegate or POA Agent (as the case may be) or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Common Security Agent, Receiver, Receiver or Delegate or POA Agent (as the case may be) at any time which increase the amount of that loss. In no event shall the Common Security Agent, any Receiver or Delegate or the POA Agent be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Common Security Agent, Receiver, Receiver or Delegate or POA Agent (as the case may be) has been advised of the possibility of such loss or damages.
Appears in 5 contracts
Sources: Facility Agreement (Bristow Group Inc.), Facility Agreement (Bristow Group Inc.), Facility Agreement (Bristow Group Inc.)
EXCLUSION OF LIABILITY. (a) Without limiting paragraph (b) below (and without prejudice to any other provision of any Debt Finance Document excluding or limiting the liability of the Common Security Agent, any Receiver or Delegate), none of the Common Security Agent, any Receiver nor any Delegate Agent will not be liable including, without limitation, for negligence or any other category of liability whatsoever for:
(i) any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Debt Finance Document or the Security Property Transaction Security, unless directly caused by its gross negligence or wilful misconduct;
(ii) exercising exercising, or not exercising exercising, any right, power, authority or discretion given to it by, or in connection with, any Debt Finance Document, the Transaction Security Property or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Debt Finance Document or the Security Property;
(iii) any shortfall which arises on the enforcement Transaction Security, other than by reason of its gross negligence or realisation of the Security Propertywilful misconduct; or
(iviii) without prejudice to the generality of paragraphs (i) to and (iiiii) above, any damages, costs, lossescosts or losses to any person, any diminution in value or any liability whatsoever (including, without limitation, for negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) arising as a result of:
(A) any act, event or circumstance not reasonably within its control; or
(B) the general risks of investment in, or the holding of assets in, any jurisdiction, including (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of: nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assetsassets (including any Disruption Event); breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.
(b) No Party (other than the Common Security Agent, that Receiver or that Delegate (as applicable)) may take any proceedings against any officer, employee or agent of the Common Security Agent, a Receiver or a Delegate Agent in respect of any claim it might have against the Common Security Agent, a Receiver or a Delegate Agent or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Debt Finance Document or any Security Property and any officer, employee or agent of the Common Security Agent, a Receiver or a Delegate Agent may rely on this Clause paragraph (b) subject to Clause 1.5 1.4 (Third party rights) and the provisions of the Third Parties Act.
(c) The Agent will not be liable for any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by the Agent if 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) Nothing in this Agreement shall oblige the Common Security Agent or the Arranger to carry out:
(i) any “know your customer” or other checks in relation to any person; or
(ii) any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Primary CreditorLender or for any Affiliate of any Lender, on behalf of any Primary Creditor Lender and each Primary Creditor Lender confirms to the Common Security Agent and the Arranger that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Common Security AgentAgent or the Arranger.
(de) Without prejudice to any provision of any Debt Finance Document excluding or limiting the liability of the Common Security Agent, any Receiver or Delegate or the POA Agent’s liability, any liability of the Common Security Agent, any Receiver or Delegate or the POA Agent arising under or in connection with any Debt Finance Document or the Transaction Security Property shall be limited to the amount of actual loss which has been finally judicially determined to have been suffered (as determined by reference to the date of default of the Common Security Agent, Receiver, Delegate or POA Agent (as the case may be) or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Common Security Agent, Receiver, Delegate or POA Agent (as the case may be) at any time which increase the amount of that loss. In no event shall the Common Security Agent, any Receiver or Delegate or the POA Agent be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Common Security Agent, Receiver, Delegate or POA Agent (as the case may be) has been advised of the possibility of such loss or damages.
Appears in 5 contracts
Sources: Facility Agreement (Bristow Group Inc.), Facility Agreement (Bristow Group Inc.), Facility Agreement (Bristow Group Inc.)
EXCLUSION OF LIABILITY. (a) Without limiting paragraph (b) below (and without prejudice to any other provision provisions of any Debt Finance Document excluding or limiting the liability of the Common Security Agent, any Receiver or Delegate), none of the Common Security Agent, any Receiver nor any Delegate Agent will not be liable for:
(i) any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Debt Document or the Security Property Finance Document, unless directly caused by its gross negligence or wilful willful misconduct;.
(ii) exercising exercising, or not exercising exercising, any right, power, authority or discretion given to it by, or in connection with, any Debt Document, the Security Property Finance Document or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Debt Document Finance Document, other than by reason of its gross negligence or the Security Property;
(iii) any shortfall which arises on the enforcement or realisation of the Security Propertywillful misconduct; or
(iviii) without prejudice to the generality of paragraphs (i) to and (iiiii) above, any damages, costs, lossescosts or losses to any person, any diminution in value or any liability whatsoever (but not including any claim based on the fraud of the Agent) arising as a result of:
(A) any act, event or circumstance not reasonably within its control; or
(B) the general risks of investment in, or the holding of assets in, any jurisdiction, including (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of: nationalisationnationalization, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assetsassets (including any Disruption Event); breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.
(b) No Party (other than the Common Security Agent, that Receiver or that Delegate (as applicable)) may take any proceedings against any officer, employee or agent of the Common Security Agent, a Receiver or a Delegate Agent in respect of any claim it might have against the Common Security Agent, a Receiver or a Delegate Agent or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Debt Finance Document or any Security Property and any officer, employee or agent of the Common Security Agent, a Receiver or a Delegate Agent may rely on this Clause subject to Clause 1.5 1.4 (Third party rights) and the provisions of the Third Parties Act.
(c) The Agent will not be liable for any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by the Agent if the Agent has taken all necessary steps as soon as reasonably practicable to comply with the regulations or operating procedures of any recognized clearing or settlement system used by the Agent for that purpose.
(d) Nothing in this Agreement shall oblige the Common Security Agent to carry out:
(i) any “know your customer” or other checks in relation to any person; or
(ii) any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Primary CreditorLender or for any Affiliate of any Lender, on behalf of any Primary Creditor Lender and each Primary Creditor Lender confirms to the Common Security Agent that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Common Security Agent.
(de) Without prejudice to any provision of any Debt Finance Document excluding or limiting the liability of the Common Security Agent, any Receiver or Delegate or the POA Agent’s liability, any liability of the Common Security Agent, any Receiver or Delegate or the POA Agent arising under or in connection with any Debt Finance Document or the Security Property shall be limited to the amount of actual loss which has been finally judicially determined to have been suffered (as determined by reference to the date of default of the Common Security Agent, Receiver, Delegate or POA Agent (as the case may be) or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Common Security Agent, Receiver, Delegate or POA Agent (as the case may be) at any time which increase the amount of that loss. In no event shall the Common Security Agent, any Receiver or Delegate or the POA Agent be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Common Security Agent, Receiver, Delegate or POA Agent (as the case may be) has been advised of the possibility of such loss or damages.
Appears in 4 contracts
Sources: Facility Agreement (OI S.A. - In Judicial Reorganization), Facility Agreement, Facility Agreement
EXCLUSION OF LIABILITY. (a) Without limiting paragraph (b) below (and without prejudice to any other provision of any Debt Finance Document excluding or limiting the liability of the Common Security Agent, any Receiver or Delegate), none of the Common Security Agent, any Receiver nor any Delegate Agent will not be liable (including, without limitation, for negligence or any other category of liability whatsoever) for:
(i) any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Debt Finance Document or the Security Property Transaction Security, unless directly caused by its gross negligence or wilful misconduct;
(ii) exercising exercising, or not exercising exercising, any right, power, authority or discretion given to it by, or in connection with, any Debt Finance Document, the Transaction Security Property or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Debt Finance Document or the Security Property;
(iii) any shortfall which arises on the enforcement or realisation of the Security PropertyTransaction Security; or
(iviii) without prejudice to the generality of paragraphs (i) to and (iiiii) above, any damages, costs, lossescosts or losses to any person, any diminution in value or any liability whatsoever arising as a result of:
(A) any act, event or circumstance not reasonably within its control; or
(B) the general risks of investment in, or the holding of assets in, any jurisdiction, including (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of: nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assetsassets (including any Disruption Event); breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.
(b) No Party (other than the Common Security Agent, that Receiver or that Delegate (as applicable)) may take any proceedings against any officer, employee or agent of the Common Security Agent, a Receiver or a Delegate Agent in respect of any claim it might have against the Common Security Agent, a Receiver or a Delegate Agent or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Debt Finance Document or any Security Property Transaction Document and any officer, employee or agent of the Common Security Agent, a Receiver or a Delegate Agent may rely on this Clause subject to Clause 1.5 1.3 (Third party rights) and the provisions of the Third Parties Act.
(c) The Agent will not be liable for any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by the Agent if 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) Nothing in this Agreement shall oblige the Common Security Agent to carry out:
out (i) any “know your customer” or other checks in relation to any person; or
person or (ii) any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Primary CreditorLender, on behalf of any Primary Creditor Lender and each Primary Creditor Lender confirms to the Common Security Agent that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Common Security Agent.
(de) Without prejudice to any provision of any Debt Finance Document excluding or limiting the liability of the Common Security Agent, any Receiver or Delegate or the POA Agent’s liability, any liability of the Common Security Agent, any Receiver or Delegate or the POA Agent arising under or in connection with any Debt Finance Document or the Transaction Security Property shall be limited to the amount of actual loss which has been finally judicially determined to have been suffered (as determined by reference to the date of default of the Common Security Agent, Receiver, Delegate or POA Agent (as the case may be) or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Common Security Agent, Receiver, Delegate or POA Agent (as the case may be) at any time which increase the amount of that loss. In no event shall the Common Security Agent, any Receiver or Delegate or the POA Agent be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Common Security Agent, Receiver, Delegate or POA Agent (as the case may be) has been advised of the possibility of such loss or damages.
Appears in 3 contracts
Sources: Amendment and Restatement Agreement (STUDIO CITY INTERNATIONAL HOLDINGS LTD), Amendment and Restatement Agreement (STUDIO CITY INTERNATIONAL HOLDINGS LTD), Amendment and Restatement Agreement (Melco Crown Entertainment LTD)
EXCLUSION OF LIABILITY. (a) 26.10.1 Without limiting paragraph (b) below Clause 26.10.2 (and without prejudice to any other provision of any Debt Finance Document excluding or limiting the liability of the Common Security Agent, any Receiver or Delegate), none of ) the Common Security Agent, any Receiver nor any Delegate will Agent shall not be liable (including, without limitation, for negligence or any other category of liability whatsoever) for:
(ia) any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Debt Finance Document or any Encumbrance created or expressed to be created or evidenced by the Security Property Documents, unless directly caused by its gross negligence or wilful misconduct;
(iib) exercising exercising, or not exercising exercising, any right, power, authority or discretion given to it by, or in connection with, any Debt Finance Document, any Encumbrance created or expressed to be created or evidenced by the Security Property Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Debt Finance Document or any Encumbrance created or expressed to be created or evidenced by the Security PropertyDocuments;
(iiic) any shortfall which arises on the enforcement or realisation of the Security Trust Property; or
(ivd) without prejudice to the generality of paragraphs (iClauses 26.10.1(a), 26.10.1(b) to (iii) aboveand 26.10.1(c), any damages, costs, lossescosts or losses to any person, any diminution in value or any liability whatsoever arising as a result of:
(Ai) any act, event or circumstance not reasonably within its control; or
(Bii) the general risks of investment in, or the holding of assets in, any jurisdiction, including (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of: nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assetsassets (including any Disruption Event); breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.
(b) No Party (other than the Common Security Agent, that Receiver or that Delegate (as applicable)) may take any proceedings against any officer, employee or agent of the Common Security Agent, a Receiver or a Delegate in respect of any claim it might have against the Common Security Agent, a Receiver or a Delegate or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Debt Document or any Security Property and any officer, employee or agent of the Common Security Agent, a Receiver or a Delegate may rely on this Clause subject to Clause 1.5 (Third party rights) and the provisions of the Third Parties Act.
(c) Nothing in this Agreement shall oblige the Common Security Agent to carry out:
(i) any “know your customer” or other checks in relation to any person; or
(ii) any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Primary Creditor, on behalf of any Primary Creditor and each Primary Creditor confirms to the Common Security Agent that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Common Security Agent.
(d) Without prejudice to any provision of any Debt Document excluding or limiting the liability of the Common Security Agent, any Receiver or Delegate or the POA Agent, any liability of the Common Security Agent, any Receiver or Delegate or the POA Agent arising under or in connection with any Debt Document or the Security Property shall be limited to the amount of actual loss which has been finally judicially determined to have been suffered (as determined by reference to the date of default of the Common Security Agent, Receiver, Delegate or POA Agent (as the case may be) or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Common Security Agent, Receiver, Delegate or POA Agent (as the case may be) at any time which increase the amount of that loss. In no event shall the Common Security Agent, any Receiver or Delegate or the POA Agent be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Common Security Agent, Receiver, Delegate or POA Agent (as the case may be) has been advised of the possibility of such loss or damages.
Appears in 3 contracts
Sources: Secured Loan Facility Agreement (Diana Containerships Inc.), Secured Loan Agreement (Diana Containerships Inc.), Secured Loan Agreement (Scorpio Tankers Inc.)
EXCLUSION OF LIABILITY. (a) Without limiting paragraph (b) below (and without prejudice to any other provision of any Debt Finance Document excluding or limiting the liability of the Common Agent or the Security Agent, any Receiver or Delegate), none of neither the Common Agent nor the Security Agent, any Receiver nor any Delegate Agent will be liable for:
(i) any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Debt Finance Document or (including any action taken in relation to the Security Property Transaction Security), unless directly caused by its gross negligence or wilful misconduct;
(ii) exercising exercising, or not exercising exercising, any right, power, authority or discretion given to it by, or in connection with, any Debt Finance Document, the Transaction Security Property or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Debt Finance Document or the Security PropertyTransaction Security, other than by reason of its gross negligence or wilful misconduct;
(iii) with respect to the Security Agent, any shortfall which arises on the enforcement or realisation of the Security PropertyTransaction Security; or
(iv) without prejudice to the generality of paragraphs (i) to and (iiiii) above, any damages, costs, lossescosts or losses to any person, any diminution in value or any liability whatsoever (including, without limitation, for negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent or Security Agent respectively) arising as a result of:
(A) any act, event or circumstance not reasonably within its control; or
(B) the general risks of investment in, or the holding of assets in, any jurisdiction, including (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of: nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assetsassets (including any Disruption Event); breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.
(b) No Party (other than the Common Agent or the Security Agent, that Receiver or that Delegate (as applicable)) may take any proceedings against any officer, employee or agent of the Common Agent or the Security Agent, a Receiver or a Delegate Agent in respect of any claim it might have against the Common Agent or the Security Agent, a Receiver or a Delegate Agent or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Debt Finance Document or any Security Property and any officer, employee or agent of the Common Security Agent, a Receiver or a Delegate Agent may rely on this Clause subject to Clause 1.5 paragraph (Third party rights) and the provisions of the Third Parties Actb).
(c) Neither the Agent nor the Security Agent will be liable for any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by the Agent or the Security Agent if the Agent or the Security 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 or the Security Agent for that purpose.
(d) Nothing in this Agreement shall oblige the Common Agent, the Security Agent Agent, the Arranger, the Documentation Agent, the Issuing Bank or the Coordinators to carry out:
(i) any “know your customer” or other checks in relation to any person; or
(ii) any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Primary CreditorLender, on behalf of any Primary Creditor Lender and each Primary Creditor Lender confirms to the Common Agent, the Security Agent Agent, the Arranger, the Documentation Agent, the Issuing Bank or the Coordinators that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Common Agent, the Security Agent, the Arranger, the Documentation Agent, the Issuing Bank or the Coordinators.
(de) Without prejudice to any provision of any Debt Finance Document excluding or limiting the liability of the Common Agent’s or Security Agent, any Receiver or Delegate or the POA Agent’s liability, any liability of the Common Agent or Security Agent, any Receiver or Delegate or the POA Agent arising under or in connection with any Debt Finance Document or the Transaction Security Property shall be limited to the amount of actual loss which has been finally judicially determined to have been suffered (as determined by reference to the date of default of the Common Agent or the Security Agent, Receiver, Delegate or POA Agent (as the case may be) respectively or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Common Agent or Security Agent, Receiver, Delegate or POA Agent (as the case may be) respectively at any time which increase the amount of that loss. In no event shall the Common Agent or Security Agent, any Receiver or Delegate or the POA Agent be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Common Agent or Security Agent, Receiver, Delegate or POA Agent (as the case may be) has been advised of the possibility of such loss or damages.
Appears in 3 contracts
Sources: Bridge Facilities Agreement (Compagnie Maritime Belge NV), Bridge Facilities Agreement (Compagnie Maritime Belge NV), Bridge Facilities Agreement (Compagnie Maritime Belge NV)
EXCLUSION OF LIABILITY. (a) Without limiting paragraph (b) below (and without prejudice to any other provision of any Debt Finance Document excluding or limiting the liability of the Common Security an Agent, the Security Agent or any Receiver or Delegate), none of the Common Agents, the Security Agent, Agent nor any Receiver nor any or Delegate will be liable (including, without limitation, for negligence or any other category of liability whatsoever) for:
(i) any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Debt Finance Document or the Security Property Property, unless directly caused by its gross negligence or wilful misconduct;
(ii) exercising exercising, or not exercising exercising, any right, power, authority or discretion given to it by, or in connection with, any Debt Finance Document, the Security Property or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Debt Finance Document or the Security Property;
(iii) any shortfall which arises on the enforcement or realisation of the Security Property; or
(iv) without prejudice to the generality of paragraphs (i) to (iii) above, any damages, costs, lossescosts or losses to any person, any diminution in value or any liability whatsoever arising as a result of:
(A) any act, event or circumstance not reasonably within its control; or
(B) the general risks of investment in, or the holding of assets in, any jurisdiction, including (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of: nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assetsassets (including any Disruption Event); breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.
(b) No Party (other than an Agent, the Common Security Agent, that Receiver or that Delegate (as applicable)) may take any proceedings against any officer, employee or agent of an Agent, the Common Security Agent, a Receiver or a Delegate in respect of any claim it might have against the Common Agent, the Security Agent, a Receiver or a Delegate or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Debt Finance Document or any Security Property and any officer, employee or agent of an Agent, the Common Security Agent, a Receiver or a Delegate may rely on this Clause 28.11 subject to Clause 1.5 1.4 (Third party rights) and the provisions of the Third Parties Act.
(c) None of the Agents nor the Security Agent will be liable for any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by an Agent or the Security Agent (as applicable) if an Agent or the Security Agent (as applicable) 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 an Agent or the Security Agent (as applicable) for that purpose.
(d) Nothing in this Agreement shall oblige an Agent, the Common Security Agent or an Arranger to carry out:
(i) any “"know your customer” " or other checks in relation to any person; or
(ii) any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Primary CreditorFinance Party or for any Affiliate of any Finance Party, on behalf of any Primary Creditor Finance Party and each Primary Creditor Finance Party confirms to each Agent, the Common Security Agent and each Arranger that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by an Agent, the Common Security AgentAgent or an Arranger.
(de) Without prejudice to any provision of any Debt Finance Document excluding or limiting the liability of an Agent, the Common Security Agent, any Receiver or Delegate, any liability of an Agent, the Security Agent, any Receiver or Delegate or the POA Agent, any liability of the Common Security Agent, any Receiver or Delegate or the POA Agent arising under or in connection with any Debt Finance Document or the Security Property shall be limited to the amount of actual loss which has been finally judicially determined to have been suffered (as determined by reference to the date of default of an Agent, the Common Security Agent, Receiver, Receiver or Delegate or POA Agent (as the case may be) or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to an Agent, the Common Security Agent, Receiver, any Receiver or Delegate or POA Agent (as the case may be) at any time which increase the amount of that loss. In no event shall an Agent, the Common Security Agent, any Receiver or Delegate or the POA Agent be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not an Agent, the Common Security Agent, Receiver, the Receiver or Delegate or POA Agent (as the case may be) has been advised of the possibility of such loss or damages.
Appears in 3 contracts
Sources: Amendment and Restatement Agreement (Cboe Global Markets, Inc.), Amendment and Restatement Agreement (Cboe Global Markets, Inc.), Amendment and Restatement Agreement (Cboe Global Markets, Inc.)
EXCLUSION OF LIABILITY. (a) Without limiting paragraph (b) below (and without prejudice to any other provision of any Debt Finance Document excluding or limiting the liability of the Common Security Agent, any Receiver or Delegate), none of the Common Security Agent, any Receiver nor any Delegate will be liable for:
(i) any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Debt Finance Document or the Transaction Security Property unless directly caused by its gross negligence or wilful misconduct;
(ii) exercising or not exercising any right, power, authority or discretion given to it by, or in connection with, any Debt Finance Document, the Transaction Security Property or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Debt Finance Document or the Security PropertyTransaction Security;
(iii) any shortfall which arises on the enforcement or realisation of the Security PropertyTransaction Security; or
(iv) without prejudice to the generality of paragraphs (i) to (iii) above, any damages, costs, losses, any diminution in value or any liability whatsoever arising as a result of:
(A) any act, event or circumstance not reasonably within its control; or
(B) the general risks of investment in, or the holding of assets in, any jurisdiction, including (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of: nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assets; breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.
(b) No Party (other than the Common Security Agent, that Receiver or that Delegate (as applicable)) may take any proceedings against any officer, employee or agent of the Common Security Agent, a Receiver or a Delegate in respect of any claim it might have against the Common Security Agent, a Receiver or a Delegate or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Debt Finance Document or any Transaction Security Property and any officer, employee or agent of the Common Security Agent, a Receiver or a Delegate may rely on this Clause clause subject to Clause 1.5 clause 1.4 (Third party rights) and the provisions of the Third Parties Act.
(c) Nothing in this Agreement shall oblige the Common Security Agent to carry out:
(i) any “"know your customer” " or other checks in relation to any person; or
(ii) any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Primary Creditorother Secured Party, on behalf of any Primary Creditor other Secured Party and each Primary Creditor other Secured Party confirms to the Common Security Agent that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Common Security Agent.
(d) Without prejudice to any provision of any Debt Finance Document excluding or limiting the liability of the Common Security Agent, any Receiver or Delegate, any liability of the Security Agent, any Receiver or Delegate or the POA Agent, any liability of the Common Security Agent, any Receiver or Delegate or the POA Agent arising under or in connection with any Debt Finance Document or the Transaction Security Property shall be limited to the amount of actual loss which has been finally judicially determined to have been suffered (as determined by reference to the date of default of the Common Security Agent, Receiver, Receiver or Delegate or POA Agent (as the case may be) or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Common Security Agent, Receiver, Receiver or Delegate or POA Agent (as the case may be) at any time which increase the amount of that loss. In no event shall the Common Security Agent, any Receiver or Delegate or the POA Agent be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Common Security Agent, Receiver, Receiver or Delegate or POA Agent (as the case may be) has been advised of the possibility of such loss or damages.
Appears in 3 contracts
Sources: Amendment and Restatement Agreement (Aegean Marine Petroleum Network Inc.), Loan Agreement (Aegean Marine Petroleum Network Inc.), Amendment and Restatement Agreement (Aegean Marine Petroleum Network Inc.)
EXCLUSION OF LIABILITY. (a) Without limiting paragraph (b) below (and without prejudice to any other provision of any Debt Finance Document excluding or limiting the liability of the Common Security Agent, Agent or any Receiver or Delegate), none of the Common Security Agent, Agent nor any Receiver nor any or Delegate will be liable for:
(i) any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Debt Transaction Document or the Security Property Property, unless directly caused by its gross negligence or wilful misconduct;
(ii) exercising exercising, or not exercising exercising, any right, power, authority or discretion given to it by, or in connection with, any Debt Transaction Document, the Security Property or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Debt Transaction Document or the Security Property;; or
(iii) any shortfall which arises on the enforcement or realisation of the Security Property; or
(iv) without prejudice to the generality of sub-paragraphs (i) to (iii) above, any damages, costs, lossescosts or losses to any person, any diminution in value or any liability whatsoever (including, without limitation, for negligence or any other category of liability whatsoever) arising as a result of:
(A) any act, event or circumstance not reasonably within its control; or
(B) the general risks of investment in, or the holding of assets in, any jurisdiction, including (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of: of nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assetsassets (including any Disruption Event); breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.
(b) No Party (other than the Common Security Agent, that Receiver or that Delegate (as applicable)) may take any proceedings against any officer, employee or agent of the Common Security Agent, a Receiver or a Delegate in respect of any claim it might have against the Common Security Agent, a Receiver or a Delegate or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Debt Transaction Document or any Security Property and any officer, employee or agent of the Common Security Agent, a Receiver or a Delegate may rely on this Clause subject to Clause 1.5 (Third party rights) and the provisions of the Third Parties Act.
(c) The Security Agent will not be liable for any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by the Security Agent if the Security 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 Security Agent for that purpose.
(d) Nothing in this Agreement shall oblige the Common Security Agent to carry out:
(i) any “know your customer” or other checks in relation to any person; or
(ii) any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Primary CreditorFinance Party, on behalf of any Primary Creditor Finance Party and each Primary Creditor Finance Party confirms to the Common Security Agent that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Common Security Agent.
(de) Without prejudice to any provision of any Debt Finance Document excluding or limiting the liability of the Common Security Agent, Agent or any Receiver or Delegate or the POA AgentDelegate, any liability of the Common Security Agent, Agent or any Receiver or Delegate or the POA Agent arising under or in connection with any Debt Transaction Document or the Security Property shall be limited to the amount of actual loss which has been finally judicially determined to have been suffered (as determined by reference to the date of default of the Common Security Agent, Receiver, . Receiver or Delegate or POA Agent (as the case may be) or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Common Security Agent, Receiver, any Receiver or Delegate or POA Agent (as the case may be) at any time which increase the amount of that loss. In no event shall the Common Security Agent, any Receiver or Delegate or the POA Agent be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Common Security Agent, Receiver, the Receiver or Delegate or POA Agent (as the case may be) has been advised of the possibility of such loss or damages.
Appears in 3 contracts
Sources: Term Loan Facility (Global Ship Lease, Inc.), Term Loan Facility (Global Ship Lease, Inc.), Term Loan Facility (Pyxis Tankers Inc.)
EXCLUSION OF LIABILITY. (a) Without limiting paragraph (b) below (and without prejudice to any other provision of any Debt Finance Document excluding or limiting the liability of the Common Security Facility Agent or the Collateral Management Agent, any Receiver or Delegate), none of neither the Common Security Agent, any Receiver Facility Agent nor any Delegate the Collateral Management Agent will be liable (including, without limitation, for negligence or any other category of liability whatsoever) for:
(i) any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Debt Finance Document or the Security Property Transaction Security, unless directly caused by its gross negligence or wilful misconduct;
(ii) exercising exercising, or not exercising exercising, any right, power, authority or discretion given to it by, or in connection with, any Debt Finance Document, the Transaction Security Property or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Debt Finance Document or the Security Property;
(iii) any shortfall which arises on the enforcement or realisation of the Security PropertyTransaction Security; or
(iviii) without prejudice to the generality of paragraphs (i) to and (iiiii) above, any damages, costs, lossescosts or losses to any person, any diminution in value or any liability whatsoever arising as a result of:
(A) any act, event or circumstance not reasonably within its control; or
(B) the general risks of investment in, or the holding of assets in, any jurisdiction, including (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of: nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assetsassets (including any Disruption Event); breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.
(b) No Party (other than the Common Security Facility Agent, that Receiver or that Delegate (as applicable)) may take any proceedings against any officer, employee or agent of the Common Security Facility Agent, a Receiver or a Delegate in respect of any claim it might have against the Common Security Agent, a Receiver or a Delegate Facility Agent or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Debt Finance Document or any Security Property and any officer, employee or agent of the Common Security Agent, a Receiver or a Delegate Facility Agent may rely on this Clause clause subject to Clause 1.5 clause 1.4 (Third party rights) and the provisions of the Third Parties Act.
(c) No Party (other than the Collateral Management Agent) may take any proceedings against any officer, employee or agent of the Collateral Management Agent, in respect of any claim it might have against the Collateral Management Agent or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Finance Document and any officer, employee or agent of the Collateral Management Agent may rely on this clause subject to clause 1.4 (Third party rights) and the provisions of the Third Parties Act.
(d) Neither the Facility Agent nor the Collateral Management Agent will be liable for any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by it if it 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 it for that purpose.
(e) Nothing in this Agreement shall oblige the Common Security Agent Facility Agent, the Collateral Management Agent, the Co-Ordinator, the Documentation Bank or an Arranger to carry out:
(i) any “"know your customer” " or other checks in relation to any person; or
(ii) any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Primary CreditorLender, on behalf of any Primary Creditor Lender and each Primary Creditor Lender confirms to the Common Security Agent Facility Agent, the Collateral Management Agent, the Co-Ordinator, the Documentation Bank and the Arrangers that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Common Security Facility Agent, the Collateral Management Agent, the Co-Ordinator, the Documentation Bank or the Arrangers.
(df) Without prejudice to any provision of any Debt Finance Document excluding or limiting either the liability of the Common Security Facility Agent, any Receiver or Delegate 's or the POA Collateral Management Agent's liability, any liability of the Common Security Agent, any Receiver or Delegate Facility Agent or the POA Collateral Management Agent arising under or in connection with any Debt Finance Document or the Transaction Security Property shall be limited to the amount of actual loss which has been finally judicially determined to have been suffered (as determined by reference to the date of default of the Common Security Agent, Receiver, Delegate Facility Agent or POA the Collateral Management Agent (as the case may be) or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Common Security Agent, Receiver, Delegate Facility Agent or POA the Collateral Management Agent (as the case may be) at any time which increase the amount of that loss. In no event shall the Common Security Agent, any Receiver or Delegate Facility Agent or the POA Collateral Management Agent be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Common Security Agent, Receiver, Delegate or POA Facility Agent (as the case may be) has been advised of the possibility of such loss or damages.
Appears in 3 contracts
Sources: Amendment and Restatement Agreement (Aegean Marine Petroleum Network Inc.), Amendment and Restatement Agreement (Aegean Marine Petroleum Network Inc.), Borrowing Base Facility Agreement (Aegean Marine Petroleum Network Inc.)
EXCLUSION OF LIABILITY. (a) Without limiting paragraph (b) below (and without prejudice to any other provision of any Debt Document excluding or limiting the liability of the Common Security Agent, any Receiver or DelegateIntercreditor ), none of the Common Security Agent, any Receiver nor any Delegate will Intercreditor Agent shall not be liable for:
(i) any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Debt Document or the Security Property unless directly caused by its gross negligence or wilful misconduct;
(ii) exercising or not exercising any right, power, authority or discretion given to it by, or in connection with, any Debt Document, the Security Property or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Debt Document or the Security Property;
(iii) any shortfall which arises on the enforcement or realisation of the Security Property; or
(iv) without prejudice to the generality of paragraphs (i) to (iii) above, any damages, costs, losses, any diminution in value or any liability whatsoever arising as a result of:
(A) any act, event or circumstance not reasonably within its control; or
(B) the general risks of investment in, or the holding of assets in, any jurisdiction, including (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of: nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assets; breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.
(b) No Party (other than the Common Security Intercreditor Agent, that Receiver or that Delegate (as applicable)) may take any proceedings against any officer, employee or agent of the Common Security Agent, a Receiver or a Delegate Intercreditor Agent in respect of any claim it might have against the Common Security Agent, a Receiver or a Delegate Intercreditor Agent or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Debt Document or any Security Property and any officer, employee or agent of the Common Security Agent, a Receiver or a Delegate Intercreditor Agent may rely on this Clause subject to Clause 1.5 (Third party rights) and the provisions of the Third Parties Act.
(c) Nothing in this Agreement shall oblige the Common Security Intercreditor Agent to carry out:
(i) any “know your customer” or other checks in relation to any person; or
(ii) any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Primary Creditor, on behalf of any Primary Creditor and each Primary Creditor confirms to the Common Security Intercreditor Agent that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Common Security Intercreditor Agent.
(d) Without prejudice to any provision of any Debt Document excluding or limiting the liability of the Common Security Agent, any Receiver or Delegate or the POA Intercreditor Agent, any liability of the Common Security Agent, any Receiver or Delegate or the POA Intercreditor Agent arising under or in connection with any Debt Document or the Security Property shall be limited to the amount of actual loss which has been finally judicially determined to have been suffered (as determined by reference to the date of default of the Common Security Agent, Receiver, Delegate or POA Intercreditor Agent (as the case may be) or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Common Security Agent, Receiver, Delegate or POA Intercreditor Agent (as the case may be) at any time which increase the amount of that loss. In no event shall the Common Security Agent, any Receiver or Delegate or the POA Intercreditor Agent be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Common Security Agent, Receiver, Delegate or POA Intercreditor Agent (as the case may be) has been advised of the possibility of such loss or damages.
Appears in 3 contracts
Sources: Intercreditor Agreement (STUDIO CITY INTERNATIONAL HOLDINGS LTD), Intercreditor Agreement (STUDIO CITY INTERNATIONAL HOLDINGS LTD), Intercreditor Agreement (Melco Crown Entertainment LTD)
EXCLUSION OF LIABILITY. (a) Without limiting paragraph (b) below below, (and without prejudice to any other provision of any Debt Finance Document excluding or limiting the liability of the Common Security Agent, any Receiver or Delegate), none of the Common Security Agent, any Receiver nor any Delegate Agent will not be liable (including for negligence or any other category of liability whatsoever) for:
(i) any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Debt Finance Document or the Security Property Transaction Security, unless directly caused by its gross negligence or wilful misconduct;
(ii) exercising exercising, or not exercising exercising, any right, power, authority or discretion given to it by, or in connection with, any Debt Finance Document (including when acting as attorney for an Obligor or other party under any Finance Document), the Transaction Security Property or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Debt Finance Document or the Security PropertyTransaction Security;
(iii) any shortfall which that arises on the enforcement of the Transaction Security or realisation of the Security Charged Property; or
(iv) without prejudice to the generality of paragraphs (i) to and (iiiii) above, any damages, costs, lossescosts or losses to any person, any diminution in value or any liability whatsoever arising as a result of:
(A) any act, event or circumstance not reasonably within its control; or
(B) the general risks of investment in, or the holding of assets in, any jurisdiction, including (in each case and without limitationcase) such damages, costs, losses, diminution in value or liability arising as a result of: nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assetsassets (including any Disruption Event); breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.
(b) No Party (other than the Common Security Agent, that Receiver or that Delegate (as applicable)) may take any proceedings against any officer, employee or agent of the Common Security Agent, a Receiver or a Delegate in respect of any claim it might have against the Common Security Agent, a Receiver or a Delegate Agent or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Debt Finance Document or any Security Property Transaction Document and any officer, employee or agent of the Common Security Agent, a Receiver or a Delegate Agent may rely on this Clause paragraph (b) subject to Clause 1.5 (Third party rights) and the provisions of the Third Parties Act.
(c) The Agent will not be liable for any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by the Agent if 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) Nothing in this Agreement shall oblige the Common Security Agent or the Arranger to carry out:
(i) any “"know your customer” " or other checks in relation to any person; or
(ii) any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Primary CreditorLender or for any Affiliate of any Lender, on behalf of any Primary Creditor Lender and each Primary Creditor Lender confirms to the Common Security Agent and the Arranger that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Common Security AgentAgent or the Arranger.
(de) Without prejudice to any provision of any Debt Finance Document excluding or limiting the liability of the Common Security Agent, any Receiver or Delegate or the POA Agent's liability, any liability of the Common Security Agent, any Receiver or Delegate or the POA Agent arising under or in connection with any Debt Finance Document or the Transaction Security Property shall be limited to the amount of actual loss which has been finally judicially determined to have been suffered (as determined by reference to the date of default of the Common Security Agent, Receiver, Delegate or POA Agent (as the case may be) or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Common Security Agent, Receiver, Delegate or POA Agent (as the case may be) at any time which increase the amount of that loss. In no event shall the Common Security Agent, any Receiver or Delegate or the POA Agent be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Common Security Agent, Receiver, Delegate or POA Agent (as the case may be) has been advised of the possibility of such loss or damages.
Appears in 2 contracts
Sources: Senior Term Facilities Agreement (CorpAcq Group PLC), Senior Term Facilities Agreement (CorpAcq Group PLC)
EXCLUSION OF LIABILITY. (a) Without limiting paragraph (b) below (and without prejudice to any other provision of any Debt Finance Document excluding or limiting the liability of the Common Security Agent, Agent or any Receiver or Delegate), none of the Common Security Agent, Agent nor any Receiver nor any or Delegate will be liable for:
(i) any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Debt Transaction Document or the Security Property Property, unless directly caused by its gross negligence or wilful misconduct;
(ii) exercising exercising, or not exercising exercising, any right, power, authority or discretion given to it by, or in connection with, any Debt Transaction Document, the Security Property or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Debt Transaction Document or the Security Property;; or
(iii) any shortfall which arises on the enforcement or realisation of the Security Property; or
(iv) without prejudice to the generality of sub-paragraphs (i) to (iii) above, any damages, costs, lossescosts or losses to any person, any diminution in value or any liability whatsoever arising as a result of:
(A) any act, event or circumstance not reasonably within its control; or
(B) the general risks of investment in, or the holding of assets in, any jurisdiction, including (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of: of nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assetsassets (including any Disruption Event); breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.
(b) No Party (other than the Common Security Agent, Agent or that Receiver or that Delegate (as applicable)) may take any proceedings against any officer, employee or agent of the Common Security Agent, Agent or a Receiver or a Delegate in respect of any claim it might have against the Common Security Agent, Agent or a Receiver or a Delegate or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Debt Transaction Document or any Security Property and any officer, employee or agent of the Common Security Agent, Agent or a Receiver or a Delegate may rely on this Clause subject to Clause 1.5 (Third party rights) and the provisions of the Third Parties Act.
(c) The Security Agent will not be liable for any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by the Security Agent if the Security 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 Security Agent for that purpose.
(d) Nothing in this Agreement shall oblige the Common Security Agent to carry out:
(i) any “"know your customer” " or other checks in relation to any person; or
(ii) any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Primary CreditorFinance Party, on behalf of any Primary Creditor Finance Party and each Primary Creditor Finance Party confirms to the Common Security Agent that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Common Security Agent.
(de) Without prejudice to any provision of any Debt Finance Document excluding or limiting the liability of the Common Security Agent, Agent or any Receiver or Delegate or the POA AgentDelegate, any liability of the Common Security Agent, Agent or any Receiver or Delegate or the POA Agent arising under or in connection with any Debt Transaction Document or the Security Property shall be limited to the amount of actual loss which has been finally judicially determined to have been suffered (as determined by reference to the date of default of the Common Security Agent, Receiver, Agent or Receiver or Delegate or POA Agent (as the case may be) or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Common Security Agent, Receiver, Agent or any Receiver or Delegate or POA Agent (as the case may be) at any time which increase the amount of that loss. In no event shall the Common Security Agent, Agent or any Receiver or Delegate or the POA Agent be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Common Security Agent, Receiver, Agent or the Receiver or Delegate or POA Agent (as the case may be) has been advised of the possibility of such loss or damages.
Appears in 2 contracts
Sources: Facility Agreement (Okeanis Eco Tankers Corp.), Facility Agreement (Okeanis Eco Tankers Corp.)
EXCLUSION OF LIABILITY. (a) Without limiting paragraph (b) below (and without prejudice to any other provision of any Debt Finance Document excluding or limiting the liability of the Common Security Agent, any Receiver or Delegate), none of the Common Security Agent, any Receiver nor any Delegate Agent will not be liable (including, without limitation, for negligence or any other category of liability whatsoever) for:
(i) any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Debt Finance Document or the Security Property Transaction Security, unless directly caused by its gross negligence or wilful misconduct;:
(ii) exercising exercising, or not exercising exercising, any right, power, authority or discretion given to it by, or in connection with, any Debt Finance Document, the Transaction Security Property or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Debt Finance Document or the Security Property;
(iii) any shortfall which arises on the enforcement or realisation of the Security PropertyTransaction Security; or
(iviii) without prejudice to the generality of paragraphs (i) to and (iiiii) above, any damages, costs, lossescosts or losses to any person, any diminution in value or any liability whatsoever arising as a result of:
(A) any act, event or circumstance not reasonably within its control; or
(B) the general risks of investment in, or the holding of assets in, any jurisdiction, including (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of: nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assetsassets (including any Disruption Event); breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.
(b) No Party (other than the Common Security Agent, that Receiver or that Delegate (as applicable)) may take any proceedings against any officer, employee or agent of the Common Security Agent, a Receiver or a Delegate in respect of any claim it might have against the Common Security Agent, a Receiver or a Delegate Agent or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Debt Finance Document or any Security Property Transaction Document and any officer, employee or agent of the Common Security Agent, a Receiver or a Delegate Agent may rely on this Clause subject to Clause 1.5 1.4 (Third party rights) and the provisions of the Third Parties Act).
(c) The Agent will not be liable for any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by the Agent if 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) Nothing in this Agreement shall oblige the Common Security Agent or the MLABs to carry out:
(i) any “"know your customer” " or other checks in relation to any person; or
(ii) any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Primary CreditorLender, on behalf of any Primary Creditor Lender and each Primary Creditor Lender confirms to the Common Security Agent and the MLABs that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Common Security AgentAgent or the MLABs.
(de) Without prejudice to any provision of any Debt Finance Document excluding or limiting the liability of the Common Security Agent, any Receiver or Delegate or the POA Agent's liability, any liability of the Common Security Agent, any Receiver or Delegate or the POA Agent arising under or in connection with any Debt Finance Document or the Transaction Security Property shall be limited to the amount of actual loss which has been finally judicially determined to have been suffered (as determined by reference to the date of default of the Common Security Agent, Receiver, Delegate or POA Agent (as the case may be) or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Common Security Agent, Receiver, Delegate or POA Agent (as the case may be) at any time which increase the amount of that loss. In no event shall the Common Security Agent, any Receiver or Delegate or the POA Agent be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Common Security Agent, Receiver, Delegate or POA Agent (as the case may be) has been advised of the possibility of such loss or damages.
(f) Notwithstanding any term or provision of any Finance Document to the contrary, the Agent shall not be responsible or have any liability to any Party or anyone else under any circumstances for special, punitive, indirect or consequential losses or damages of any kind whatsoever, whether or not foreseeable, or for any loss of business, goodwill, opportunity or profit, whether arising directly or indirectly and whether or not foreseeable, unless directly caused by its wilful default or fraud. The provisions of this Clause shall survive the termination or expiry of this Agreement and the resignation of the Agent.
Appears in 2 contracts
Sources: Facilities Agreement (StarTek, Inc.), Facilities Agreement (StarTek, Inc.)
EXCLUSION OF LIABILITY. (a) Without limiting paragraph (b) below (and without prejudice to any other provision of any Debt Finance Document excluding or limiting the liability of the Common Agent or the Security Agent, any Receiver or Delegate), none of the Common Agent or the Security Agent, any Receiver nor any Delegate Agent will be liable (including, without limitation, for negligence or any other category of liability whatsoever) for:
(i) any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Debt Finance Document or the Security Property Transaction Security, unless directly caused by its gross negligence or wilful misconduct;
(ii) exercising exercising, or not exercising exercising, any right, power, authority or discretion given to it by, or in connection with, any Debt Finance Document, the Transaction Security Property or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Debt Finance Document or the Security Property;Transaction Security; or
(iii) in respect of the Security Agent, any shortfall which arises on the enforcement or realisation of the Security Property; or
(iv) without prejudice to the generality of paragraphs (i) to (iii) above, any damages, costs, lossescosts or losses to any person, any diminution in value or any liability whatsoever arising as a result of:
(A) any act, event or circumstance not reasonably within its control; or
(B) the general risks of investment in, or the holding of assets in, any jurisdiction, including (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of: nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assetsassets (including any Disruption Event); breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.
(b) No Party (other than the Common Agent or the Security Agent, that Receiver or that Delegate Agent (as applicable)) may take any proceedings against any officer, employee or agent of the Common Agent or the Security Agent, a Receiver or a Delegate in respect of any claim it might have against the Common Agent or the Security Agent, a Receiver or a Delegate or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Debt Finance Document or any Security Property Transaction Document and any officer, employee or agent of the Common Agent or the Security Agent, a Receiver or a Delegate may rely on this Clause subject to Clause 1.5 1.4 (Third party rights) and the provisions of the Third Parties Act.
(c) Neither the Agent nor the Security Agent will be liable for any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by the Agent or the Security Agent if the Agent or the Security Agent (as the case may be) 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 or the Security Agent (as the case may be) for that purpose.
(d) Nothing in this Agreement shall oblige the Common Agent, the Security Agent or the Arrangers to carry out:
(i) any “know your customer” or other checks in relation to any person; or
(ii) any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Primary CreditorLender, on behalf of any Primary Creditor Lender and each Primary Creditor Lender confirms to the Common Agent or the Security Agent and the Arrangers that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Common Agent or the Security AgentAgent or the Arrangers.
(de) Without prejudice to any provision of any Debt Finance Document excluding or limiting the liability of the Common Security Agent, any Receiver or Delegate Agent or the POA Security Agent, any liability of the Common Security Agent, any Receiver or Delegate Agent or the POA Security Agent arising under or in connection with any Debt Finance Document or the Transaction Security Property shall be limited to the amount of actual loss which has been finally judicially determined to have been suffered (as determined by reference to the date of default of the Common Agent or the Security Agent, Receiver, Delegate or POA Agent (as the case may be) or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Common Agent or the Security Agent, Receiver, Delegate or POA Agent (as the case may be) at any time which increase the amount of that loss. In no event shall the Common Security Agent, any Receiver or Delegate Agent or the POA Security Agent be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Common Agent or the Security Agent, Receiver, Delegate or POA Agent (as the case may be) has been advised of the possibility of such loss or damages.
Appears in 2 contracts
Sources: Syndication and Amendment Agreement (Igate Corp), Facilities Agreement (Igate Corp)
EXCLUSION OF LIABILITY. (a) Without limiting paragraph (b) below (and without prejudice to any other provision of any Debt Document excluding or limiting the liability of the Common Security Intercreditor Agent, any Receiver or Delegate), none of the Common Security Agent, any Receiver nor any Delegate will Intercreditor Agent shall not be liable for:
(i) any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Debt Document or the Security Property unless directly caused by its gross negligence or wilful misconduct;
(ii) exercising or not exercising any right, power, authority or discretion given to it by, or in connection with, any Debt Document, the Security Property or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Debt Document or the Security Property;
(iii) any shortfall which arises on the enforcement or realisation of the Security Property; or
(iv) without prejudice to the generality of paragraphs (i) to (iii) above, any damages, costs, losses, any diminution in value or any liability whatsoever arising as a result of:
(A) any act, event or circumstance not reasonably within its control; or
(B) the general risks of investment in, or the holding of assets in, any jurisdiction, including (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of: nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assets; breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.
(b) No Party (other than the Common Security Intercreditor Agent, that Receiver or that Delegate (as applicable)) may take any proceedings against any officer, employee or agent of the Common Security Agent, a Receiver or a Delegate Intercreditor Agent in respect of any claim it might have against the Common Security Agent, a Receiver or a Delegate Intercreditor Agent or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Debt Document or any Security Property and any officer, employee or agent of the Common Security Agent, a Receiver or a Delegate Intercreditor Agent may rely on this Clause subject to Clause 1.5 (Third party rights) and the provisions of the Third Parties Act.
(c) Nothing in this Agreement shall oblige the Common Security Intercreditor Agent to carry out:
(i) any “know your customer” or other checks in relation to any person; or
(ii) any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Primary Creditor, on behalf of any Primary Creditor and each Primary Creditor confirms to the Common Security Intercreditor Agent that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Common Security Intercreditor Agent.
(d) Without prejudice to any provision of any Debt Document excluding or limiting the liability of the Common Security Agent, any Receiver or Delegate or the POA Intercreditor Agent, any liability of the Common Security Agent, any Receiver or Delegate or the POA Intercreditor Agent arising under or in connection with any Debt Document or the Security Property shall be limited to the amount of actual loss which has been finally judicially determined to have been suffered (as determined by reference to the date of default of the Common Security Agent, Receiver, Delegate or POA Intercreditor Agent (as the case may be) or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Common Security Agent, Receiver, Delegate or POA Intercreditor Agent (as the case may be) at any time which increase the amount of that loss. In no event shall the Common Security Agent, any Receiver or Delegate or the POA Intercreditor Agent be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Common Security Agent, Receiver, Delegate or POA Intercreditor Agent (as the case may be) has been advised of the possibility of such loss or damages.
Appears in 2 contracts
Sources: Amendment and Restatement Agreement (STUDIO CITY INTERNATIONAL HOLDINGS LTD), Amendment and Restatement Agreement (Melco Resorts & Entertainment LTD)
EXCLUSION OF LIABILITY. (a) Without limiting paragraph (b) below (and without prejudice to any other provision of any Debt Finance Document excluding or limiting the liability of the Common Security Agent, any Receiver or Delegate), none of the Common Security Agent, any Receiver nor any Delegate Agent will not be liable for:
(i) any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Debt Document or the Security Property Finance Document, unless directly caused by its gross negligence or wilful misconduct;
(ii) exercising exercising, or not exercising exercising, any right, power, authority or discretion given to it by, or in connection with, any Debt Document, the Security Property Finance Document or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Debt Document or the Security Property;
(iii) any shortfall which arises on the enforcement or realisation of the Security PropertyFinance Document; or
(iviii) without prejudice to the generality of paragraphs (i) to and (iiiii) above, any damages, costs, lossescosts or losses to any person, any diminution in value or any liability whatsoever (including, without limitation, for negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) arising as a result of:
(A) any act, event or circumstance not reasonably within its control; or
(B) the general risks of investment in, or the holding of assets in, any jurisdiction, including (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of: nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assetsassets (including any Disruption Event); breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.
(b) No Party (other than the Common Security Agent, that Receiver or that Delegate (as applicable)) may take any proceedings against any officer, employee or agent of the Common Security Agent, a Receiver or a Delegate Agent in respect of any claim it might have against the Common Security Agent, a Receiver or a Delegate Agent or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Debt Finance Document or any Security Property and any officer, employee or agent of the Common Security Agent, a Receiver or a Delegate Agent may rely on this Clause subject to Clause 1.5 paragraph (Third party rights) and the provisions of the Third Parties Actb).
(c) The Agent will not be liable for any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by the Agent if 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) Nothing in this Agreement shall oblige the Common Security Agent to carry out:
(i) any “know your customer” or other checks in relation to any person; or
(ii) any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Primary CreditorLender, on behalf of any Primary Creditor Lender and each Primary Creditor Lender confirms to the Common Security Agent that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Common Security Agent.
(de) Without prejudice to any provision of any Debt Finance Document excluding or limiting the liability of the Common Security Agent, any Receiver or Delegate or the POA Agent’s liability, any liability of the Common Security Agent, any Receiver or Delegate or the POA Agent arising under or in connection with any Debt Finance Document or the Security Property shall be limited to the amount of actual loss which has been finally judicially determined to have been suffered (as determined by reference to the date of default of the Common Security Agent, Receiver, Delegate or POA Agent (as the case may be) or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Common Security Agent, Receiver, Delegate or POA Agent (as the case may be) at any time which increase the amount of that loss. In no event shall the Common Security Agent, any Receiver or Delegate or the POA Agent be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Common Security Agent, Receiver, Delegate or POA Agent (as the case may be) has been advised of the possibility of such loss or damages.
Appears in 2 contracts
Sources: Facility Agreement (Polestar Automotive Holding UK PLC), Facility Agreement (Polestar Automotive Holding UK PLC)
EXCLUSION OF LIABILITY. (a) 24.10.1 Without limiting paragraph (b) below Clause 24.10.2 (and without prejudice to any other provision of any Debt Initial ACF Finance Document excluding or limiting the liability of the Common Security Agent, Initial ACF Agent or any Receiver or DelegateAncillary Lender), none of neither the Common Security Agent, any Receiver Initial ACF Agent nor any Delegate Ancillary Lender will be liable (including, without limitation, for negligence or any other category of liability whatsoever) for:
(i) any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Debt Initial ACF Finance Document or the Security Property Borrower Security, unless directly caused by its gross negligence or wilful misconduct;
(ii) exercising exercising, or not exercising exercising, any right, power, authority or discretion given to it by, or in connection with, any Debt Initial ACF Finance Document, the Borrower Security Property or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Debt Initial ACF Finance Document or the Security Property;
(iii) any shortfall which arises on the enforcement or realisation of the Security PropertyBorrower Security; or
(iviii) without prejudice to the generality of paragraphs (iClauses 24.10.1(i) to (iii) aboveand 24.10.1(ii), any damages, costs, lossescosts or losses to any person, any diminution in value or any liability whatsoever arising as a result of:
(Aa) any act, event or circumstance not reasonably within its control; or
(Bb) the general risks of investment in, or the holding of assets in, any jurisdiction, including (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of: nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assetsassets (including any Disruption Event); breakdown, failure or malfunction of any third third-party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.
(b) No Party (other than the Common Security Agent, that Receiver or that Delegate (as applicable)) may take any proceedings against any officer, employee or agent of the Common Security Agent, a Receiver or a Delegate in respect of any claim it might have against the Common Security Agent, a Receiver or a Delegate or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Debt Document or any Security Property and any officer, employee or agent of the Common Security Agent, a Receiver or a Delegate may rely on this Clause subject to Clause 1.5 (Third party rights) and the provisions of the Third Parties Act.
(c) Nothing in this Agreement shall oblige the Common Security Agent to carry out:
(i) any “know your customer” or other checks in relation to any person; or
(ii) any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Primary Creditor, on behalf of any Primary Creditor and each Primary Creditor confirms to the Common Security Agent that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Common Security Agent.
(d) Without prejudice to any provision of any Debt Document excluding or limiting the liability of the Common Security Agent, any Receiver or Delegate or the POA Agent, any liability of the Common Security Agent, any Receiver or Delegate or the POA Agent arising under or in connection with any Debt Document or the Security Property shall be limited to the amount of actual loss which has been finally judicially determined to have been suffered (as determined by reference to the date of default of the Common Security Agent, Receiver, Delegate or POA Agent (as the case may be) or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Common Security Agent, Receiver, Delegate or POA Agent (as the case may be) at any time which increase the amount of that loss. In no event shall the Common Security Agent, any Receiver or Delegate or the POA Agent be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Common Security Agent, Receiver, Delegate or POA Agent (as the case may be) has been advised of the possibility of such loss or damages.
Appears in 2 contracts
Sources: Amendment and Restatement Deed, Initial Authorised Credit Facilities Agreement
EXCLUSION OF LIABILITY. (a) Without limiting paragraph (b) below (and without prejudice to any other provision of any Debt Document excluding or limiting the liability of the Common Security Collateral Agent, any Receiver or Delegate), none of the Common Security Collateral Agent, any Receiver nor any Delegate will be liable for:
(i) any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Debt Document or the Security Property unless directly caused by its wilful misconduct or (solely in respect of a Receiver) gross negligence or wilful misconductnegligence;
(ii) exercising or not exercising any right, power, authority or discretion given to it by, or in connection with, any Debt Document, the Security Property or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Debt Document or the Security Property;
(iii) acting or refraining from acting in accordance with instructions or clarifications from the Instructing Group and/or any Creditor Representative (or Creditor where it is not represented by an agent, trustee or nominee);
(iv) acting or refraining from acting in accordance with the instructions of any Creditor Representative, including where it receives conflicting instructions from any Creditor which that Creditor Representative represents;
(v) any shortfall which arises on the enforcement or realisation of the Security Property; or
(ivvi) without prejudice to the generality of paragraphs (i) to (iiiv) above, any damages, costs, losses, any diminution in value or any liability whatsoever arising as a result of:
(A) any act, event or circumstance not reasonably within its control; or
(B) the general risks of investment in, or the holding of assets in, any jurisdiction, including (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of: nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assets; breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.
(b) No Party (other than the Common Security Collateral Agent, that Receiver or that Delegate (as applicable)) may take any proceedings against any officer, employee or agent of the Common Security Collateral Agent, a Receiver or a Delegate in respect of any claim it might have against the Common Security Collateral Agent, a Receiver or a Delegate or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Debt Document or any Security Property and any officer, employee or agent of the Common Security Collateral Agent, a Receiver or a Delegate may rely on this Clause paragraph (b) subject to Clause 1.5 1.3 (Third party rights) and the provisions of the Third Parties Act.
(c) Nothing in this Agreement Deed shall oblige the Common Security Collateral Agent to carry out:
(i) any “know your customer” or other checks in relation to any person; or
(ii) any check on the extent to which any transaction contemplated by this Agreement Deed might be unlawful for any Primary Creditor, on behalf of any Primary Pari Passu Creditor and each Primary Pari Passu Creditor confirms to the Common Security Collateral Agent that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Common Security Collateral Agent.
(d) Without prejudice to any provision of any Debt Document excluding or limiting the liability of the Common Security Collateral Agent, any Receiver or Delegate, any liability of the Collateral Agent, any Receiver or Delegate or the POA Agent, any liability of the Common Security Agent, any Receiver or Delegate or the POA Agent arising under or in connection with any Debt Document or the Security Property shall be limited to the amount of actual loss which has been finally judicially determined to have been suffered (as determined by reference to the date of default of the Common Security Collateral Agent, Receiver, Receiver or Delegate or POA Agent (as the case may be) or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Common Security Collateral Agent, Receiver, Receiver or Delegate or POA Agent (as the case may be) at any time which increase the amount of that loss. In no event shall the Common Security Collateral Agent, any Receiver or Delegate or the POA Agent be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Common Security Collateral Agent, Receiver, Receiver or Delegate or POA Agent (as the case may be) has been advised of the possibility of such loss or damages.
Appears in 2 contracts
Sources: Intercreditor Agreement (Selina Hospitality PLC), Intercreditor Agreement (Selina Hospitality PLC)
EXCLUSION OF LIABILITY. (a) Without limiting paragraph (b) below (and without prejudice to any other provision of any Debt Finance Document excluding or limiting the liability of the Common Security Agent, any Receiver the Technical Bank or Delegatethe Modelling Bank), none of the Common Security Agent, any Receiver nor any Delegate the Technical Bank or the Modelling Bank will be liable (including, without limitation, for negligence or any other category of liability whatsoever) for:
(i) any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Debt Finance Document or the Security Property Transaction Security, unless directly caused by its gross negligence or wilful misconduct;
(ii) exercising exercising, or not exercising exercising, any right, power, authority or discretion given to it by, or in connection with, any Debt Finance Document, the Transaction Security Property or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Debt Finance Document or the Security Property;
(iii) any shortfall which arises on the enforcement or realisation of the Security PropertyTransaction Security; or
(iviii) without prejudice to the generality of paragraphs (i) to and (iiiii) above, any damages, costs, lossescosts or losses to any person, any diminution in value or any liability whatsoever arising as a result of:
(A) any act, event or circumstance not reasonably within its control; or
(B) the general risks of investment in, or the holding of assets in, any jurisdiction, including (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of: nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assetsassets (including any Disruption Event); breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.
(b) No Party (other than the Common Security Agent, that Receiver the Technical Bank or that Delegate the Modelling Bank (as applicable)) may take any proceedings against any officer, employee or agent of the Common Security Agent, a Receiver any Technical Bank or a Delegate the Modelling Bank, in respect of any claim it might have against the Common Security Agent, a Receiver any Technical Bank or a Delegate the Modelling Bank or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Debt Finance Document or any Security Property Transaction Document and any officer, employee or agent of the Common Security Agent, a Receiver the Technical Bank or a Delegate the Modelling Bank may rely on this Clause subject to Clause 1.5 1.4 (Third party rightsParty Rights) and the provisions of the Third Parties Act.
(c) The Agent will not be liable for any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by the Agent if 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) Nothing in this Agreement shall oblige the Common Security Agent Agent, the Technical Bank, the Modelling Bank, the Bookrunner or any Mandated Lead Arranger to carry out:
(i) any “know your customer” or other checks in relation to any person; or
(ii) any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Primary CreditorLender, on behalf of any Primary Creditor Lender and each Primary Creditor Lender confirms to the Common Security Agent Agent, the Bookrunner, each Mandated Lead Arranger, the Technical Bank and the Modelling Bank that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Common Security Agentany such person.
(de) Without prejudice to any provision of any Debt Finance Document excluding or limiting the liability of the Common Security Agent, any Receiver or Delegate or the POA AgentTechnical Bank and/or the Modelling Bank, any liability of the Common Security Agent, any Receiver or Delegate the Technical Bank or the POA Agent Modelling Bank arising under or in connection with any Debt Finance Document or the Transaction Security Property shall be limited to the amount of actual loss which has been finally judicially determined to have been suffered (as determined by reference to the date of default of the Common Security Agent, Receiver, Delegate or POA Agent (as the case may be) by such person or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Common Security Agent, Receiver, Delegate or POA Agent (as the case may be) such person at any time which increase the amount of that loss. In no event shall the Common Security Agent, any Receiver or Delegate the Technical Bank or the POA Agent Modelling Bank be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Common Security Agent, Receiver, Delegate or POA Agent (as the case may be) such person has been advised of the possibility of such loss or damages.
Appears in 2 contracts
Sources: Borrowing Base Facility Agreement (Vaalco Energy Inc /De/), Borrowing Base Facility Agreement (Vaalco Energy Inc /De/)
EXCLUSION OF LIABILITY. (a) Without limiting paragraph (b) below (and without prejudice to any other provision of any Debt Bridge Finance Document excluding or limiting the liability of the Common Security Agent, any Receiver or Delegate), none of Trustee the Common Security Agent, any Receiver nor any Delegate Trustee will not be liable for:
(i) any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Debt Document or the Security Property Bridge Finance Document, unless directly caused by its gross negligence negligence, wilful misconduct or wilful misconductfraud;
(ii) exercising exercising, or not exercising exercising, any right, power, authority or discretion given to it by, or in connection with, any Debt Bridge Finance Document, the Security Property or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Debt Document Bridge Finance Document, other than by reason of its gross negligence or the Security Propertywilful misconduct;
(iii) any shortfall which arises on the enforcement or realisation of the Security Property; or
(iv) without prejudice to the generality of paragraphs (i) to (iiiii) above, any damages, costs, lossescosts or losses to any person, any diminution in value or any liability whatsoever (including, without limitation, for negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Trustee) arising as a result of:
(A) any act, event or circumstance not reasonably within its control; or
(B) the general risks of investment in, or the holding of assets in, any jurisdiction, including (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of: nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assetsassets (including any Disruption Event); breakdown, failure or malfunction of any third party transport, telecommunications, telecommunications or computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.
(b) No Party (other than the Common Security Agent, that Receiver or that Delegate (as applicable)Trustee) may take any proceedings against any officer, employee or agent of the Common Security Agent, a Receiver or a Delegate Trustee in respect of any claim it might have against the Common Security Agent, a Receiver or a Delegate Trustee or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Debt Bridge Finance Document or any Security Property and any officer, employee or agent of the Common Security Agent, a Receiver or a Delegate Trustee may rely on this Clause subject to paragraph (d) of Clause 1.5 1.2 (Third party rightsConstruction) and the provisions of the Third Parties Act.
(c) The Trustee will not be liable for any delay (or any related consequences) in crediting an account with an amount required under the Bridge Finance Documents to be paid by the Trustee if the Trustee 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 Trustee for that purpose.
(d) Nothing in this Agreement shall oblige the Common Security Agent Trustee to carry out:
(i) any “know your customer” or other checks in relation to any person; or
(ii) any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Primary CreditorFinance Party or for any Affiliate of any Finance Party, on behalf of any Primary Creditor Finance Party and each Primary Creditor Finance Party confirms to the Common Security Agent Trustee that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Common Security AgentTrustee.
(de) Each Bridge Noteholder acknowledges that in the event that the Trustee is required by law or any contractual arrangement with a Tax authority to make a deduction or withholding for or on account of Tax from a payment made by the Trustee under a Bridge Finance Document, the Trustee shall be authorised and entitled to make such deduction or withholding (and no Bridge Noteholder will have any claim or recourse to the Trustee on account of any such deduction or withholding).
(f) Without prejudice to any provision of any Debt Bridge Finance Document excluding or limiting the liability of the Common Security Agent, any Receiver or Delegate or the POA AgentTrustee, any liability of the Common Security Agent, any Receiver or Delegate or the POA Agent Trustee arising under or in connection with any Debt Bridge Finance Document or the Security Property shall be limited to the amount of actual loss which has been finally judicially determined to have been suffered (as determined by reference to the date of default of the Common Security Agent, Receiver, Delegate or POA Agent (as the case may be) Trustee or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Common Security Agent, Receiver, Delegate or POA Agent (as the case may be) Trustee at any time which increase the amount of that loss. In no event shall the Common Security Agent, any Receiver or Delegate or the POA Agent Trustee be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Common Security Agent, Receiver, Delegate or POA Agent (as the case may be) Trustee has been advised of the possibility of such loss or damagesdamages and whether the claim for loss or damage is made in negligence, for breach of contract, duty or otherwise.
(g) Notwithstanding anything in this Agreement to the contrary, the Trustee shall not be responsible or liable for any delay or failure to perform under this Agreement or for any liabilities resulting, in whole or in part, from or caused by any event beyond the reasonable control of the Trustee including without limitation: strikes, work stoppages, acts of war, terrorism, acts of God, epidemics, governmental actions, exchange or currency controls or restrictions, devaluations or fluctuations, interruption, loss or malfunction of utilities, communications or any computer (software or hardware) services, the application of any law or regulation in effect now or in the future, or any event in the country in which the relevant duties under this Agreement are performed, (including, but not limited to, nationalisation, expropriation or other governmental actions, regulation of the banking or securities industry, sanctions imposed at national or international level or market conditions) which may affect, limit, prohibit or prevent the performance in full or in part of such duties until such time as such law, regulation or event shall no longer affect, limit, prohibit or prevent such performance (in full or in part) and in no event shall the Trustee be obliged to substitute another currency for a currency whose transferability, convertibility or availability has been affected, limited, prohibited or prevented by such law, regulation or event.
Appears in 2 contracts
Sources: Loan Note Facility (Babylon Holdings LTD), Loan Agreement (Babylon Holdings LTD)
EXCLUSION OF LIABILITY. (aA) Without limiting paragraph (bClause 28.10(B) below (and without prejudice to any other provision of any Debt Finance Document excluding or limiting the liability of the Common Security Agent, any Receiver Agent or Delegatethe Arranger), none of neither the Common Security Agent, any Receiver Agent nor any Delegate the Arranger will be liable for:
(i1) any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking for any action under or in connection with any Debt Document or the Security Property Finance Document, unless directly caused by its gross negligence or wilful misconduct;
(ii2) exercising exercising, or not exercising exercising, any right, power, authority or discretion given to it by, or in connection with, any Debt Document, the Security Property Finance Document or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Debt Document Finance Document, other than by reason of its gross negligence or the Security Property;
(iii) any shortfall which arises on the enforcement or realisation of the Security Propertywilful misconduct; or
(iv3) without prejudice to the generality of paragraphs (iClause 28.10(A)(1) to (iii) aboveand 28.10(A)(2), any damages, costs, lossescosts or losses to any person, any diminution in value or any liability whatsoever but not including any claim based on the fraud of the Agent or the Arranger (as applicable) arising as a result of:
(Aa) any act, event or circumstance not reasonably within its control; or
(Bb) the general risks of investment in, or the holding of assets in, any jurisdiction, including (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of: nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assetsassets (including any Disruption Event); breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.
(bB) No Party (other than the Common Security Agent, that Receiver Agent or that Delegate the Arranger (as applicable)) may take any proceedings against any officer, employee or agent of the Common Security Agent, a Receiver Agent or a Delegate the Arranger (as applicable) in respect of any claim it might have against the Common Security Agent, a Receiver Agent or a Delegate the Arranger (as applicable) or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Debt Finance Document or any Security Property and any officer, employee or agent of the Common Security Agent, a Receiver Agent or a Delegate the Arranger (as applicable) may rely on this Clause subject to Clause 1.5 1.4 (Third party rights) and the provisions of the Third Parties Act.
(cC) Neither the Agent nor the Arranger will be liable for any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by the Agent or the Arranger if the Agent or the Arranger 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 or the Arranger for that purpose.
(D) Nothing in this Agreement shall oblige the Common Security Agent or the Arranger to carry out:
(i1) any “know your customer” or other checks in relation to any person; or
(ii2) any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Primary CreditorLender or for any Affiliate of any Lender, on behalf of any Primary Creditor Lender and each Primary Creditor Lender confirms to the Common Security Agent and the Arranger that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Common Security AgentAgent or the Arranger.
(dE) Without prejudice to any provision of any Debt Finance Document excluding or limiting the liability of the Common Security Agent, any Receiver or Delegate Agent or the POA AgentArranger’s liability, any liability of the Common Security Agent, any Receiver or Delegate Agent or the POA Agent Arranger arising under or in connection with any Debt Finance Document or the Security Property shall be limited to the amount of actual loss which has been finally judicially determined to have been suffered (as determined by reference to the date of default of the Common Security Agent, Receiver, Delegate Agent or POA Agent (as the case may be) Arranger or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Common Security Agent, Receiver, Delegate or POA Agent (as the case may be) at any time which increase the amount of that loss. In no event shall the Common Security Agent, any Receiver or Delegate Agent or the POA Agent Arranger be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Common Security Agent, Receiver, Delegate Agent or POA Agent (as the case may be) Arranger has been advised of the possibility of such loss or damages.
Appears in 2 contracts
Sources: Term Facility Agreement (Rockley Photonics Holdings LTD), Support Letter (Rockley Photonics Holdings LTD)
EXCLUSION OF LIABILITY. (a) Without limiting paragraph (b) below (and without prejudice to any other provision of any Debt Finance Document excluding or limiting the liability of the Common Security Facility Agent, any Receiver or Delegate), none of the Common Security Agent, any Receiver nor any Delegate Facility Agent will not be liable for:
(i) any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Debt Finance Document or the Security Property Transaction Security, unless directly caused by its gross negligence or wilful misconduct;
(ii) exercising exercising, or not exercising exercising, any right, power, authority or discretion given to it by, or in connection with, any Debt Finance Document, the Transaction Security Property or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Debt Finance Document or the Security Property;
(iii) any shortfall which arises on the enforcement or realisation of the Security PropertyTransaction Security; or
(iviii) without prejudice to the generality of paragraphs (i) to and (iiiii) above, any damages, costs, lossescosts or losses to any person, any diminution in value or any liability whatsoever arising as a result of:
(A) any act, event or circumstance not reasonably within its control; or
(B) the general risks of investment in, or the holding of assets in, any jurisdiction, including (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of: nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assetsassets (including any Disruption Event); breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.
(b) No Party (other than the Common Security Facility Agent, that Receiver or that Delegate (as applicable)) may take any proceedings against any officer, employee or agent of the Common Security Facility Agent, a Receiver or a Delegate in respect of any claim it might have against the Common Security Agent, a Receiver or a Delegate Facility Agent or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Debt Finance Document or any Security Property and any officer, employee or agent of the Common Security Agent, a Receiver or a Delegate Facility Agent may rely on this Clause subject to Clause 1.5 (Third party rights) and the provisions of the Third Parties ActClause.
(c) The Facility Agent will not be liable for any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by the Facility Agent if the Facility 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 Facility Agent for that purpose.
(d) Nothing in this Agreement shall oblige the Common Security Agent Facility Agent, the Arranger or the Bookrunner to carry out:
(i) any “know your customer” or other checks in relation to any person; or
(ii) any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Primary CreditorLender, on behalf of any Primary Creditor Lender and each Primary Creditor Lender confirms to the Common Security Agent Facility Agent, the Arranger and the Bookrunner that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Common Security Facility Agent, the Arranger or the Bookrunner.
(de) Without prejudice to any provision of any Debt Finance Document excluding or limiting the liability of the Common Security Facility Agent, any Receiver or Delegate or the POA Agent’s liability, any liability of the Common Security Agent, any Receiver or Delegate or the POA Facility Agent arising under or in connection with any Debt Finance Document or the Transaction Security Property shall be limited to the amount of actual loss which has been finally judicially determined to have been suffered (as determined by reference to the date of default of the Common Security Agent, Receiver, Delegate or POA Facility Agent (as the case may be) or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Common Security Agent, Receiver, Delegate or POA Facility Agent (as the case may be) at any time which increase the amount of that loss. In no event shall the Common Security Agent, any Receiver or Delegate or the POA Facility Agent be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Common Security Agent, Receiver, Delegate or POA Facility Agent (as the case may be) has been advised of the possibility of such loss or damages.
Appears in 2 contracts
Sources: Facility Agreement (Global Ship Lease, Inc.), Credit Agreement (Global Ship Lease, Inc.)
EXCLUSION OF LIABILITY. (a) Without limiting paragraph (b) below (and without prejudice to paragraph (e) of Section 7.10 (Disruption to Payment Systems etc.) or any other provision of any Debt Loan Document excluding or limiting the liability of the Common Security Facility Agent, any Receiver or Delegate), none of the Common Security Agent, any Receiver nor any Delegate Facility Agent will not be liable for:
(i) any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Debt Loan Document or the Security Property Collateral, unless directly caused by its gross negligence or wilful misconductwillful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction;
(ii) exercising exercising, or not exercising exercising, any right, power, authority or discretion given to it by, or in connection with, any Debt Loan Document, the Security Property Collateral or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Debt Loan Document or the Security PropertyCollateral;
(iii) any shortfall which arises on the enforcement or realisation realization of the Security PropertyCollateral; or
(iv) without prejudice to the generality of paragraphs (i) to (iii) above, any damages, costs, lossescosts or losses to any person, any diminution in value or any liability whatsoever (including, without limitation, for negligence or any other category of liability whatsoever) arising as a result of:
(A) any act, event or circumstance not reasonably within its control; or
(B) the general risks of investment in, or the holding of assets in, any jurisdiction, including (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of: nationalisationof nationalization, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assets; breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.
(b) No Party (other than the Common Security Agent, that Receiver or that Delegate (as applicable)) Facility Agent may take any proceedings against any officer, employee employee, delegate, receiver or agent of the Common Security Agent, a Receiver or a Delegate Facility Agent in respect of any claim it might have against the Common Security Agent, a Receiver or a Delegate Facility Agent or in respect of any act or omission of any kind by that officer, employee employee, delegate, receiver or agent in relation to any Debt Loan Document or any Security Property Collateral and any officer, employee employee, delegate, receiver or agent of the Common Security Agent, a Receiver or a Delegate Facility Agent may rely on this Clause subject to Clause 1.5 Section 15.10 (Third party rights) and the provisions Exclusion of the Third Parties ActLiability).
(c) The Facility Agent will not be liable for any delay (or any related consequences) in crediting an account with an amount required under the Loan Documents to be paid by the Facility Agent if the Facility Agent has taken all necessary steps as soon as reasonably practicable to comply with the regulations or operating procedures of any recognized clearing or settlement system used by the Facility Agent for that purpose.
(d) Nothing in this Agreement shall oblige the Common Security Facility Agent to carry out:
(i) any “know your customer” or other checks in relation to any person; or
(ii) any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Primary CreditorFinance Party, on behalf of any Primary Creditor Finance Party and each Primary Creditor Finance Party confirms to the Common Security Facility Agent that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Common Security Facility Agent.
(de) Without prejudice to any provision of any Debt Loan Document excluding or limiting the liability of the Common Security Facility Agent, any Receiver or Delegate or the POA Agent’s liability, any liability of the Common Security Agent, any Receiver or Delegate or the POA Facility Agent arising under or in connection with any Debt Loan Document or the Security Property Collateral shall be limited to the amount of actual loss which has been finally judicially determined to have been suffered (as determined by reference to the date of default of the Common Security Agent, Receiver, Delegate or POA Facility Agent (as the case may be) or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Common Security Agent, Receiver, Delegate or POA Facility Agent (as the case may be) at any time which increase the amount of that loss. In no event shall the Common Security Agent, any Receiver or Delegate or the POA Facility Agent be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Common Security Agent, Receiver, Delegate or POA Facility Agent (as the case may be) has been advised of the possibility of such loss or damages.
(f) The Facility Agent shall not be under any obligation to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Transaction Obligor or any other Person.
(g) The Facility Agent shall not be responsible in any manner for any recitals, statements, representations or warranties contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Facility Agent under or in connection with, this Agreement or any other Loan Document or for the creation, perfection or priority of any Lien or security interest created or purported to be created hereunder or under any other Loan Document.
(h) The rights, privileges, protections, immunities and benefits given to the Facility Agent, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable: (i) by the Facility Agent in each Loan Document and any other document related hereto or thereto to which it is a party and (ii) the entity serving as the Facility Agent in each of its capacities hereunder and in each of its capacities under any Loan Document whether or not specifically set forth therein and each agent, custodian and other Person employed to act hereunder and under any Loan Document or related document, as the case may be.
Appears in 2 contracts
Sources: Credit Agreement (SEACOR Marine Holdings Inc.), Credit Agreement (SEACOR Marine Holdings Inc.)
EXCLUSION OF LIABILITY. (a) Without limiting paragraph (b(b) below (and without prejudice to any other provision of any Debt Finance Document excluding or limiting the liability of the Common Security Agent, Agent or any Receiver or Delegate), none of the Common Security Agent, Agent nor any Receiver nor any or Delegate will be liable for:
(i) any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Debt Transaction Document or the Security Property Property, unless directly caused by its gross negligence or wilful misconduct;
(ii) exercising exercising, or not exercising exercising, any right, power, authority or discretion given to it by, or in connection with, any Debt Transaction Document, the Security Property or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Debt Transaction Document or the Security Property;; or
(iii) any shortfall which arises on the enforcement or realisation of the Security Property; or
(iv) without prejudice to the generality of sub-paragraphs (i(i) to (iii(iii) above, any damages, costs, lossescosts or losses to any person, any diminution in value or any liability whatsoever (including, without limitation, for negligence or any other category of liability whatsoever) arising as a result of:
(A) any act, event or circumstance not reasonably within its control; or
(B) the general risks of investment in, or the holding of assets in, any jurisdiction, including (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of: of nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assetsassets (including any Disruption Event); breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.
(b) No Party (other than the Common Security Agent, that Receiver or that Delegate (as applicable)) may take any proceedings against any officer, employee or agent of the Common Security Agent, a Receiver or a Delegate in respect of any claim it might have against the Common Security Agent, a Receiver or a Delegate or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Debt Transaction Document or any Security Property and any officer, employee or agent of the Common Security Agent, a Receiver or a Delegate may rely on this Clause subject to Clause 1.5 1.5 (Third party rights) and the provisions of the Third Parties Act.
(c) The Security Agent will not be liable for any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by the Security Agent if the Security 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 Security Agent for that purpose.
(d) Nothing in this Agreement shall oblige the Common Security Agent to carry out:
(i) any “"know your customer” " or other checks in relation to any person; or
(ii) any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Primary CreditorFinance Party, on behalf of any Primary Creditor Finance Party and each Primary Creditor Finance Party confirms to the Common Security Agent that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Common Security Agent.
(de) Without prejudice to any provision of any Debt Finance Document excluding or limiting the liability of the Common Security Agent, Agent or any Receiver or Delegate or the POA AgentDelegate, any liability of the Common Security Agent, Agent or any Receiver or Delegate or the POA Agent arising under or in connection with any Debt Transaction Document or the Security Property shall be limited to the amount of actual loss which has been finally judicially determined to have been suffered (as determined by reference to the date of default of the Common Security Agent, Receiver, . Receiver or Delegate or POA Agent (as the case may be) or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Common Security Agent, Receiver, any Receiver or Delegate or POA Agent (as the case may be) at any time which increase the amount of that loss. In no event shall the Common Security Agent, any Receiver or Delegate or the POA Agent be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Common Security Agent, Receiver, the Receiver or Delegate or POA Agent (as the case may be) has been advised of the possibility of such loss or damages.
Appears in 2 contracts
Sources: Facility Agreement (United Maritime Corp), Term Loan Facility (Seanergy Maritime Holdings Corp.)
EXCLUSION OF LIABILITY. (a) Without limiting paragraph (b) below (and without prejudice to any other provision of any Debt Finance Document excluding or limiting the liability of the Common Security an Agent, any Receiver or Delegate), none of the Common Security Agent, any Receiver nor any Delegate no Agent will be liable for:
(i) any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Debt Document or the Security Property Finance Document, unless directly caused by its gross negligence or wilful misconduct, as finally judicially determined by a court of competent jurisdiction;
(ii) exercising exercising, or not exercising exercising, any right, power, authority or discretion given to it by, or in connection with, any Debt Document, the Security Property Finance Document or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Debt Document Finance Document, other than by reason of its gross negligence or the Security Property;
(iii) any shortfall which arises on the enforcement or realisation wilful misconduct, as finally judicially determined by a court of the Security Propertycompetent jurisdiction; or
(iviii) without prejudice to the generality of paragraphs (i) to and (iiiii) above, any damages, costs, lossescosts or losses to any person, any diminution in value or any liability whatsoever (including for negligence or any other category of liability whatsoever but not including any claim based on gross negligence, wilful misconduct or the fraud of that Agent) arising as a result of:
(A) any act, event or circumstance not reasonably within its control; or
(B) the general risks of investment in, or the holding of assets in, any jurisdiction, including (in each case and without limitationcase) such damages, costs, losses, diminution in value or liability arising as a result of: nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assetsassets (including any Disruption Event); breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.
(b) No Party (other than the Common Security an Agent, that Receiver or that Delegate (as applicable)) may take any proceedings against any officer, employee or agent of the Common Security Agent, a Receiver or a Delegate that Agent in respect of any claim it might have against the Common Security Agent, a Receiver or a Delegate that Agent or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Debt Finance Document or any Security Property and any officer, employee or agent of the Common Security Agent, a Receiver or a Delegate that Agent may rely on this Clause subject to Clause 1.5 (Third party rights) and the provisions of the Third Parties Act24.
(c) No Agent will be liable for any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by that Agent if that 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 that Agent for that purpose.
(d) Nothing in this Agreement shall oblige the Common Security Agent any Administrative Party to carry outconduct:
(i) any “know your customer” or other checks procedures in relation to any person; or
(ii) any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Primary CreditorLender or for any Affiliate of any Lender, on behalf of any Primary Creditor Lender and each Primary Creditor Lender confirms to the Common Security Agent each Administrative Party that it is solely responsible for any such checks procedures or check it is required to carry out conduct and that it may shall not rely on any statement in relation to such checks procedures or check made by the Common Security Agentany Administrative Party.
(de) Without prejudice to any provision of any Debt Finance Document excluding or limiting the liability of the Common Security an Agent, any Receiver or Delegate or the POA Agent’s liability, any liability of the Common Security Agent, any Receiver or Delegate or the POA that Agent arising under or in connection with any Debt Finance Document or the Security Property shall be limited to the amount of actual loss which has been finally judicially determined to have been suffered (as determined by reference to the date of default of the Common Security Agent, Receiver, Delegate or POA that Agent (as the case may be) or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Common Security Agent, Receiver, Delegate or POA Facility Agent (as the case may be) at any time which increase the amount of that loss. In no event shall the Common Security Agent, any Receiver or Delegate or the POA Agent be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Common Security Agent, Receiver, Delegate or POA that Agent (as the case may be) has been advised of the possibility of such loss or damages.
Appears in 2 contracts
Sources: Senior Facility Agreement (Wanda Sports Group Co LTD), Senior Facility Agreement (Wanda Sports Group Co LTD)
EXCLUSION OF LIABILITY. (a) Without limiting paragraph (bclause 33.10(b) below (and without prejudice to any other provision of any Debt Document the Finance Documents excluding or limiting the liability of the Common Security Agent, any Receiver or Delegate), none of ) the Common Security Agent, any Receiver nor any Delegate Agent will not be liable (including, without limitation, for negligence or any other category of liability whatsoever) for:
(i) any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Debt Finance Document or the Security Property Charged Property, unless directly caused by its gross negligence or wilful misconduct;
(ii) exercising exercising, or not exercising exercising, any right, power, authority or discretion given to it by, or in connection with, any Debt Finance Document, the Security Charged Property or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Debt Finance Document or the Security Property;
(iii) any shortfall which arises on the enforcement Charged Property unless directly caused by its gross negligence, wilful misconduct or realisation of the Security Propertyfraudulent behaviour; or
(iviii) without prejudice to the generality of paragraphs (ia) to and (iiib) above, any damages, costs, lossescosts or losses to any person, any diminution in value or any liability whatsoever arising as a result of:
(A) any act, event or circumstance not reasonably within its control; or
(B) the general risks of investment in, or the holding of assets in, any jurisdiction, including (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of: nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assetsassets (including any Payment Disruption Event); breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.
(b) No Party (other than the Common Security Agent, that Receiver or that Delegate (as applicable)) may take any proceedings against any officer, employee or agent of the Common Security Agent, a Receiver or a Delegate Agent in respect of any claim it might have against the Common Security Agent, a Receiver or a Delegate Agent or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Debt Finance Document or any Security Property and any officer, employee or agent of the Common Security Agent, a Receiver or a Delegate Agent may rely on this Clause clause subject to Clause 1.5 clause 1.3 (Third party rights) and the provisions of the Third Parties Act.
(c) The Agent will not be liable for any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by the Agent if 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) Nothing in this Agreement shall oblige the Common Security Agent or any Mandated Lead Arrangers to carry out:
(i) any “know your customer” or other checks in relation to any person; or
(ii) any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Primary CreditorLender, on behalf of any Primary Creditor Lender or any Hedging Provider and each Primary Creditor Lender and any Hedging Provider confirms to the Common Security Agent and the Mandated Lead Arrangers that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Common Security AgentAgent or any Mandated Lead Arranger.
(de) Without prejudice to any provision of any Debt Finance Document excluding or limiting the liability of the Common Security Agent, any Receiver or Delegate or the POA Agent’s liability, any liability of the Common Security Agent, any Receiver or Delegate or the POA Agent arising under or in connection with any Debt Finance Document or the Security Charged Property shall be limited to the amount of actual loss which has been finally judicially determined to have been suffered (as determined by reference to the date of default of the Common Security Agent, Receiver, Delegate or POA Agent (as the case may be) or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Common Security Agent, Receiver, Delegate or POA Agent (as the case may be) at any time which increase the amount of that loss. In no event shall the Common Security Agent, any Receiver or Delegate or the POA Agent be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Common Security Agent, Receiver, Delegate or POA Agent (as the case may be) has been advised of the possibility of such loss or damages.
Appears in 2 contracts
Sources: Facility Agreement (Cool Co Ltd.), Facility Agreement (Cool Co Ltd.)
EXCLUSION OF LIABILITY. (a) Without limiting paragraph (b) below (and without prejudice to any other provision of any Debt Finance Document excluding or limiting the liability of the Common Security Agent, any Receiver or Delegate), none of the Common Security Agent, any Receiver nor any Delegate will be liable for:
(i) any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Debt Finance Document or the Security Property unless directly caused by its gross negligence or wilful misconduct;
(ii) exercising or not exercising any right, power, authority or discretion given to it by, or in connection with, any Debt Finance Document, the Security Property or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Debt Finance Document or the Security Property;
(iii) any shortfall which arises on the enforcement or realisation of the Security Property; or
(iv) without prejudice to the generality of paragraphs (i) to (iii) above, any damages, costs, losses, any diminution in value or any liability whatsoever arising as a result of:
(A) any act, event or circumstance not reasonably within its control; or
(B) the general risks of investment in, or the holding of assets in, any jurisdiction, including (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of: nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assets; breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.
(b) No Party (other than the Common Security Agent, that Receiver or that Delegate (as applicable)) may take any proceedings against any officer, employee or agent of the Common Security Agent, a Receiver or a Delegate in respect of any claim it might have against the Common Security Agent, a Receiver or a Delegate or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Debt Finance Document or any Security Property and any officer, employee or agent of the Common Security Agent, a Receiver or a Delegate may rely on this Clause subject to Clause 1.5 1.4 (Third party rightsParty Rights) and the provisions of the Third Parties Act.
(c) Nothing in this Agreement shall oblige the Common Security Agent to carry out:
(i) any “know your customer” or other checks in relation to any person; or
(ii) any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Primary CreditorSecured Party, on behalf of any Primary Creditor Secured Party and each Primary Creditor Secured Party confirms to the Common Security Agent that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Common Security Agent.
(d) Without prejudice to any provision of any Debt Finance Document excluding or limiting the liability of the Common Security Agent, any Receiver or Delegate, any liability of the Security Agent, any Receiver or Delegate or the POA Agent, any liability of the Common Security Agent, any Receiver or Delegate or the POA Agent arising under or in connection with any Debt Finance Document or the Security Property shall be limited to the amount of actual loss which has been finally judicially determined to have been suffered (as determined by reference to the date of default of the Common Security Agent, Receiver, Receiver or Delegate or POA Agent (as the case may be) or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Common Security Agent, Receiver, Receiver or Delegate or POA Agent (as the case may be) at any time which increase the amount of that loss. In no event shall the Common Security Agent, any Receiver or Delegate or the POA Agent be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Common Security Agent, Receiver, Receiver or Delegate or POA Agent (as the case may be) has been advised of the possibility of such loss or damages.
Appears in 2 contracts
Sources: Borrowing Base Facility Agreement (Vaalco Energy Inc /De/), Borrowing Base Facility Agreement (Vaalco Energy Inc /De/)
EXCLUSION OF LIABILITY. (a) Without limiting paragraph (b) below (and without prejudice to any other provision of any Debt Loan Document excluding or limiting the liability of the Common Security Agent, any Receiver or DelegateTrustee), none of the Common Security Agent, any Receiver nor any Delegate Trustee will not be liable for:
(i) any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Debt Loan Document or the Security Property Collateral, unless directly caused by its gross negligence or wilful misconductwillful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction;
(ii) exercising exercising, or not exercising exercising, any right, power, authority or discretion given to it by, or in connection with, any Debt Loan Document, the Security Property Collateral or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Debt Loan Document or the Security Property;Collateral; or
(iii) any shortfall which arises on the enforcement or realisation realization of the Security PropertyCollateral; or
(iv) without prejudice to the generality of sub-paragraphs (i) to (iii) above, any damages, costs, lossescosts or losses to any person, any diminution in value or any liability whatsoever (including, without limitation, for negligence or any other category of liability whatsoever) arising as a result of:
(A) any act, event or circumstance not reasonably within its control; or
(B) the general risks of investment in, or the holding of assets in, any jurisdiction, including (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of: nationalisationof nationalization, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assetsassets (including any Disruption Event); breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.
(b) No Party (other than the Common Security Agent, that Receiver or that Delegate (as applicable)) Trustee may take any proceedings against any officer, employee employee, receiver, delegate or agent of the Common Security Agent, a Receiver or a Delegate Trustee in respect of any claim it might have against the Common Security Agent, a Receiver or a Delegate Trustee or in respect of any act or omission of any kind by that officer, employee employee, receiver, delegate or agent in relation to any Debt Loan Document or any Security Property Collateral and any officer, employee employee, receiver, delegate or agent of the Common Security Agent, a Receiver or a Delegate Trustee may rely on this Clause subject to Clause 1.5 (Third party rights) and the provisions of the Third Parties ActSection.
(c) The Security Trustee will not be liable for any delay (or any related consequences) in crediting an account with an amount required under the Loan Documents to be paid by the Security Trustee if the Security Trustee has taken all necessary steps as soon as reasonably practicable to comply with the regulations or operating procedures of any recognized clearing or settlement system used by the Security Trustee for that purpose.
(d) Nothing in this Agreement shall oblige the Common Security Agent Trustee to carry out:
(i) any “know your customer” or other checks in relation to any person; or
(ii) any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Primary CreditorFinance Party, on behalf of any Primary Creditor Finance Party and each Primary Creditor Finance Party confirms to the Common Security Agent Trustee that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Common Security AgentTrustee.
(de) Without prejudice to any provision of any Debt Loan Document excluding or limiting the liability of the Common Security Agent, any Receiver or Delegate or the POA AgentTrustee, any liability of the Common Security Agent, any Receiver or Delegate or the POA Agent Trustee arising under or in connection with any Debt Loan Document or the Security Property Collateral shall be limited to the amount of actual loss which has been finally judicially determined to have been suffered (as determined by reference to the date of default of the Common Security Agent, Receiver, Delegate or POA Agent (as the case may be) Trustee or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Common Security AgentTrustee, Receiver, Delegate or POA Agent (as the case may be) at any time which increase the amount of that loss. In no event shall the Common Security Agent, any Receiver or Delegate or the POA Agent Trustee be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Common Security Agent, Receiver, Delegate or POA Agent (as the case may be) Trustee has been advised of the possibility of such loss or damages.
(f) The Security Trustee shall not be under any obligation to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Transaction Obligor or any other Person.
(g) The Security Trustee shall not be responsible in any manner for any recitals, statements, representations or warranties contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Security Trustee under or in connection with, this Agreement or any other Loan Document or for the creation, perfection or priority of any Lien or security interest created or purported to be created hereunder or under any other Loan Document.
(h) The rights, privileges, protections, immunities and benefits given to the Security Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable: (i) by the Security Trustee in each Loan Document and any other document related hereto or thereto to which it is a party and (ii) the entity serving as the Security Trustee in each of its capacities hereunder and in each of its capacities under any Loan Document whether or not specifically set forth therein and each agent, custodian and other Person employed to act hereunder and under any Loan Document or related document, as the case may be.
Appears in 2 contracts
Sources: Credit Agreement (SEACOR Marine Holdings Inc.), Credit Agreement (SEACOR Marine Holdings Inc.)
EXCLUSION OF LIABILITY. (a) Without limiting paragraph (b) below (and without prejudice to any other provision of any Debt Finance Document excluding or limiting the liability of the Common Security Agent, any Receiver or Delegate), none of the Common Security Agent, any Receiver nor any Delegate Agent will not be liable for:
(i) any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Debt Document or the Security Property Finance Document, unless directly caused by its gross negligence or wilful misconduct;
(ii) exercising exercising, or not exercising exercising, any right, power, authority or discretion given to it by, or in connection with, any Debt Document, the Security Property Finance Document or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Debt Document Finance Document, other than by reason of its gross negligence or the Security Property;
(iii) any shortfall which arises on the enforcement or realisation of the Security Propertywilful misconduct; or
(iviii) without prejudice to the generality of paragraphs (i) to and (iiiii) above, any damages, costs, lossescosts or losses to any person, any diminution in value or any liability whatsoever (but not including any claim based on the fraud of the Agent) arising as a result of:
(A) any act, event or circumstance not reasonably within its control; or
(B) the general risks of investment in, or the holding of assets in, any jurisdiction, including (in each case and without limitationcase) such damages, costs, losses, diminution in value or liability arising as a result of: nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assetsassets (including any Disruption Event); breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.
(b) No Party (other than the Common Security Agent, that Receiver or that Delegate (as applicable)) may take any proceedings against any officer, employee or agent of the Common Security Agent, a Receiver or a Delegate Agent in respect of any claim it might have against the Common Security Agent, a Receiver or a Delegate Agent or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Debt Finance Document or any Security Property and any officer, employee or agent of the Common Security Agent, a Receiver or a Delegate Agent may rely on this Clause 25.10 subject to Clause 1.5 (Third party rightsParty Rights) and the provisions of the Third Parties ActOrdinance.
(c) The Agent will not be liable for any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by the Agent if 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) Nothing in this Agreement shall oblige the Common Security Agent any Administrative Party to carry outconduct:
(i) any “"know your customer” " or other checks procedures in relation to any person; or
(ii) any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Primary CreditorLender or for any Affiliate of any Lender, on behalf of any Primary Creditor Lender and each Primary Creditor Lender confirms to the Common Security Agent each Administrative Party that it is solely responsible for any such checks procedures or check it is required to carry out conduct and that it may shall not rely on any statement in relation to such checks procedures or check made by the Common Security Agentany Administrative Party.
(de) Without prejudice to any provision of any Debt Finance Document excluding or limiting the liability of the Common Security Agent, any Receiver or Delegate or the POA Agent's liability, any liability of the Common Security Agent, any Receiver or Delegate or the POA Agent arising under or in connection with any Debt Finance Document or the Security Property shall be limited to the amount of actual loss which has been finally judicially determined to have been suffered (as determined by reference to the date of default of the Common Security Agent, Receiver, Delegate or POA Agent (as the case may be) or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Common Security Agent, Receiver, Delegate or POA Agent (as the case may be) at any time which increase the amount of that loss. In no event shall the Common Security Agent, any Receiver or Delegate or the POA Agent be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Common Security Agent, Receiver, Delegate or POA Agent (as the case may be) has been advised of the possibility of such loss or damages.
(f) The provisions of this Clause shall survive the termination or expiry of this Agreement or the resignation or removal of the Agent.
Appears in 2 contracts
Sources: Loan Agreement (PCGI Intermediate Holdings LTD), Facility Agreement (PCGI Intermediate Holdings LTD)
EXCLUSION OF LIABILITY. (a) Without limiting paragraph (b) below (and without prejudice to any other provision of any Debt Finance Document excluding or limiting the liability of the Common Security Agent, any Receiver or Delegate), none of the Common Security Agent, any Receiver nor any Delegate Agent will not be liable for:
(i) any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Debt Document or the Security Property Finance Document, unless directly caused by its gross negligence or wilful misconduct;
(ii) exercising exercising, or not exercising exercising, any right, power, authority or discretion given to it by, or in connection with, any Debt Document, the Security Property Finance Document or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Debt Document Finance Document, other than by reason of its gross negligence or the Security Property;
(iii) any shortfall which arises on the enforcement or realisation of the Security Propertywilful misconduct; or
(iviii) without prejudice to the generality of paragraphs (i) to and (iiiii) above, any damages, costs, lossescosts or losses to any person, any diminution in value or any liability whatsoever (but not including any claim based on the fraud of the Agent) arising as a result of:
(A) any act, event or circumstance not reasonably within its control; or
(B) the general risks of investment in, or the holding of assets in, any jurisdiction, including (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of: nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assets; breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.
(b) No Party (other than the Common Security Agent, that Receiver or that Delegate (as applicable)) may take any proceedings against any officer, employee or agent of the Common Security Agent, a Receiver or a Delegate Agent in respect of any claim it might have against the Common Security Agent, a Receiver or a Delegate Agent or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Debt Finance Document or any Security Property and any officer, employee or agent of the Common Security Agent, a Receiver or a Delegate Agent may rely on this Clause subject paragraph (b) pursuant to Clause 1.5 section 328 para 1 German Civil Code (Third party rightsBürgerliches Gesetzbuch) and the provisions of the Third Parties Act(echter berechtigender Vertrag zugunsten Dritter).
(c) The Agent will not be liable for any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by the Agent if 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) Nothing in this Agreement shall oblige the Common Security Agent or the Arranger to carry out:
(i) any “"know your customer” " or other checks in relation to any person; or
(ii) any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Primary CreditorLender or for any Affiliate of any Lender, on behalf of any Primary Creditor Lender and each Primary Creditor Lender confirms to the Common Security Agent and the Arranger that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Common Security AgentAgent or the Arranger.
(de) Without prejudice to any provision of any Debt Finance Document excluding or limiting the liability of the Common Security Agent, any Receiver or Delegate or the POA Agent's liability, any liability of the Common Security Agent, any Receiver or Delegate or the POA Agent arising under or in connection with any Debt Finance Document or the Security Property shall be limited to the amount of actual loss which has been finally judicially determined to have been suffered (as determined by reference to the date of default of the Common Security Agent, Receiver, Delegate or POA Agent (as the case may be) or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Common Security Agent, Receiver, Delegate or POA Agent (as the case may be) at any time which increase the amount of that loss. In no event shall the Common Security Agent, any Receiver or Delegate or the POA Agent be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Common Security Agent, Receiver, Delegate or POA Agent (as the case may be) has been advised of the possibility of such loss or damages.
Appears in 2 contracts
Sources: Syndicated Loan Agreement (Hillenbrand, Inc.), Syndicated L/G Facility Agreement (Hillenbrand, Inc.)
EXCLUSION OF LIABILITY. (a) Without limiting paragraph (b) below (and without prejudice to any other provision of any Debt Finance Document excluding or limiting the liability of the Common Security Agent, any Receiver or Delegate), none of the Common Security Agent, any Receiver nor any Delegate Agent will not be liable (including, without limitation, for negligence or any other category of liability whatsoever) for:
(i) any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Debt Finance Document or the Security Property Transaction Security, unless directly caused by its gross negligence or wilful misconduct;
(ii) exercising exercising, or not exercising exercising, any right, power, authority or discretion given to it by, or in connection with, any Debt Finance Document, the Transaction Security Property or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Debt Finance Document or the Security Property;
(iii) any shortfall which arises on the enforcement or realisation of the Security PropertyTransaction Security; or
(iviii) without prejudice to the generality of paragraphs (i) to and (iiiii) above, any damages, costs, lossescosts or losses to any person, any diminution in value or any liability whatsoever arising as a result of:
(A) any act, event or circumstance not reasonably within its control; or
(B) the general risks of investment in, or the holding of assets in, any jurisdiction, including (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of: nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assetsassets (including any Disruption Event); breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.
(iv) having taken or having omitted to take any action under or in connection with any Finance Document, unless directly caused by the Agent’s gross negligence or wilful misconduct.
(b) No Party (other than the Common Security Agent, that Receiver or that Delegate (as applicable)) Agent may take any proceedings against any officer, employee or agent of the Common Security Agent, a Receiver or a Delegate in respect of any claim it might have against the Common Security Agent, a Receiver or a Delegate or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Debt Finance Document or any Security Property Transaction Document and any officer, employee or agent of the Common Security Agent, a Receiver or a Delegate Agent may rely on this Clause 28.10 subject to Clause 1.5 (Third party rights) and the provisions of the Third Parties Act.
(c) The Agent will not be liable for any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by the Agent if 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) Nothing in this Agreement shall oblige the Common Security Agent or the Arranger to carry out:
(i) any “know your customer” or other checks in relation to any person; or
(ii) any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Primary CreditorLender, on behalf of any Primary Creditor Lender and each Primary Creditor Lender confirms to the Common Security Agent and the Arranger that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Common Security AgentAgent or the Arranger.
(de) Without prejudice to any provision of any Debt Finance Document excluding or limiting the liability of the Common Security Agent, any Receiver or Delegate or the POA Agent’s liability, any liability of the Common Security Agent, any Receiver or Delegate or the POA Agent arising under or in connection with any Debt Finance Document or the Transaction Security Property shall be limited to the amount of actual loss which has been finally judicially determined to have been suffered (as determined by reference to the date of default of the Common Security Agent, Receiver, Delegate or POA Agent (as the case may be) or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Common Security Agent, Receiver, Delegate or POA Agent (as the case may be) at any time which increase the amount of that loss. In no event shall the Common Security Agent, any Receiver or Delegate or the POA Agent be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Common Security Agent, Receiver, Delegate or POA Agent (as the case may be) has been advised of the possibility of such loss or damages.
Appears in 2 contracts
Sources: Facility Agreement (Baring Asia Private Equity Fund v Co-Investment L.P.), Facility Agreement (Giant Interactive Group Inc.)
EXCLUSION OF LIABILITY. (a) Without limiting paragraph (bclause 29.10(b) below (and without prejudice to any other provision of any Debt Finance Document excluding or limiting the liability of the Common Security Agent, any Receiver or Delegate), none of the Common Security Agent, any Receiver nor any Delegate Agent will not be liable for:
(i) any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Debt Document or the Security Property Finance Document, unless directly caused by its gross negligence or wilful misconduct;
(ii) exercising exercising, or not exercising exercising, any right, power, authority or discretion given to it by, or in connection with, any Debt Document, the Security Property Finance Document or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Debt Document Finance Document, other than by reason of its gross negligence or the Security Property;
(iii) any shortfall which arises on the enforcement or realisation of the Security Propertywilful misconduct; or
(iviii) without prejudice to the generality of paragraphs (iclauses 29.10(a)(i) to (iii) aboveand 29.10(a)(ii), any damages, costs, lossescosts or losses to any person, any diminution in value or any liability whatsoever (including, without limitation, for negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) arising as a result of:
(A) any act, event or circumstance not reasonably within its control; or
(B) the general risks of investment in, or the holding of assets in, any jurisdiction, Loan Note Subscription Agreement | DLA Piper | 119 including (in each case and without limitation) such damages, costs, losseslosses to any person, any diminution in value or any liability arising as a result of: nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assetsassets (including any Disruption Event); breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.
(b) No Party (other than the Common Security Agent, that Receiver or that Delegate (as applicable)) may take any proceedings against any officer, employee employee, secondee or agent of the Common Security Agent, a Receiver or a Delegate Agent in respect of any claim it might have against the Common Security Agent, a Receiver or a Delegate Agent or in respect of any act or omission of any kind by that officer, employee employee, secondee or agent in relation to any Debt Finance Document or any Security Property and any officer, employee employee, secondee or agent of the Common Security Agent, a Receiver or a Delegate Agent may rely on this Clause subject to Clause 1.5 (Third party rights) and the provisions of the Third Parties Actclause 29.10.
(c) The Agent will not be liable for any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by the Agent if 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) Nothing in this Agreement shall oblige the Common Security Agent or the Arranger to carry out:
(i) any “"know your customer” " or other checks in relation to any person; or
(ii) any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Primary CreditorLender or for any Affiliate of any Lender, on behalf of any Primary Creditor Lender and each Primary Creditor Lender confirms to the Common Security Agent and the Arranger that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Common Security AgentAgent or the Arranger.
(de) Without prejudice to any provision of any Debt Finance Document excluding or limiting the liability of the Common Security Agent, any Receiver or Delegate or the POA Agent's liability, any liability of the Common Security Agent, any Receiver or Delegate or the POA Agent arising under or in connection with any Debt Finance Document or the Security Property shall be limited to the amount of actual loss which has been finally judicially determined to have been suffered (as determined by reference to the date of default of the Common Security Agent, Receiver, Delegate or POA Agent (as the case may be) or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Common Security Agent, Receiver, Delegate or POA Agent (as the case may be) at any time which increase the amount of that loss. In no event shall the Common Security Agent, any Receiver or Delegate or the POA Agent be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Common Security Agent, Receiver, Delegate or POA Agent (as the case may be) has been advised of the possibility of such loss or damages.
Appears in 2 contracts
Sources: Loan Note Subscription Agreement (Metals Acquisition LTD), Loan Note Subscription Agreement (Metals Acquisition Corp)
EXCLUSION OF LIABILITY. (a) Without limiting paragraph (b) below (and without prejudice to any other provision of any Debt Finance Document excluding or limiting the liability of the Common Security Agent, Agent or any Receiver or Delegate), none of the Common Security Agent, Agent nor any Receiver nor any or Delegate will be liable (including, without limitation, for negligence or any other category of liability whatsoever) for:
(i) any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Debt Transaction Document or the Security Property Property, unless directly caused by its gross negligence or wilful misconduct;
(ii) exercising exercising, or not exercising exercising, any right, power, authority or discretion given to it by, or in connection with, any Debt Transaction Document, the Security Property or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Debt Transaction Document or the Security Property;; or
(iii) any shortfall which arises on the enforcement or realisation of the Security Property; or
(iv) without prejudice to the generality of sub-paragraphs (i) to (iii) above, any damages, costs, lossescosts or losses to any person, any diminution in value or any liability whatsoever arising as a result of:
(A) any act, event or circumstance not reasonably within its control; or
(B) the general risks of investment in, or the holding of assets in, any jurisdiction, including (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of: of nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assetsassets (including any Disruption Event); breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.
(b) No Party (other than the Common Security Agent, that Receiver or that Delegate (as applicable)) may take any proceedings against any officer, employee or agent of the Common Security Agent, a Receiver or a Delegate in respect of any claim it might have against the Common Security Agent, a Receiver or a Delegate or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Debt Transaction Document or any Security Property and any officer, employee or agent of the Common Security Agent, a Receiver or a Delegate may rely on this Clause subject to Clause 1.5 (Third party rights) and the provisions of the Third Parties Act.
(c) The Security Agent will not be liable for any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by the Security Agent if the Security 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 Security Agent for that purpose.
(d) Nothing in this Agreement shall oblige the Common Security Agent to carry out:
(i) any “know your customer” or other checks in relation to any person; or
(ii) any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Primary CreditorFinance Party, on behalf of any Primary Creditor Finance Party and each Primary Creditor Finance Party confirms to the Common Security Agent that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Common Security Agent.
(de) Without prejudice to any provision of any Debt Finance Document excluding or limiting the liability of the Common Security AgentAgent or any Receiver or Delegate, any liability (including, without limitation, for negligence or any other category of liability whatsoever) of the Security Agent or any Receiver or Delegate or the POA Agent, any liability of the Common Security Agent, any Receiver or Delegate or the POA Agent arising under or in connection with any Debt Transaction Document or the Security Property shall be limited to the amount of actual loss which has been finally judicially determined to have been suffered (as determined by reference to the date of default of the Common Security Agent, Receiver, . Receiver or Delegate or POA Agent (as the case may be) or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Common Security Agent, Receiver, any Receiver or Delegate or POA Agent (as the case may be) at any time which increase the amount of that loss. In no event shall the Common Security Agent, any Receiver or Delegate or the POA Agent be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Common Security Agent, Receiver, the Receiver or Delegate or POA Agent (as the case may be) has been advised of the possibility of such loss or damages.
Appears in 2 contracts
Sources: Term Loan Facility (Navios Maritime Partners L.P.), Facility Agreement (Navios Maritime Partners L.P.)
EXCLUSION OF LIABILITY. (a) Without limiting paragraph (b) below (and without prejudice to any other provision of any Debt Finance Document excluding or limiting the liability of the Common Security Agent, any Receiver or Delegate), none of the Common Security Agent, any Receiver nor any Delegate will be liable for:
(i) any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Debt Finance Document or the Security Property unless directly caused by its gross negligence or wilful misconduct;
(ii) exercising or not exercising any right, power, authority or discretion given to it by, or in connection with, any Debt Finance Document, the Security Property or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Debt Finance Document or the Security Property;
(iii) any shortfall which arises on the enforcement or realisation of the Security Property; or
(iv) without prejudice to the generality of paragraphs (ia) to through (iii) above, any damages, costs, losses, any diminution in value or any liability whatsoever arising as a result of:
(A) any act, event or circumstance not reasonably within its control; or
(B) the general risks of investment in, or the holding of assets in, any jurisdiction, including (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of: nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assets; breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action; except, in each case, as a result of the Security Agent’s, Receiver’s or Delegate’s gross negligence or wilful misconduct as determined by a court of competent jurisdiction by a final and nonappealable judgment.
(b) No Party (other than the Common Security Agent, that any Receiver or that any Delegate (as applicable)) may take any proceedings against any officer, employee or agent Related Party of the Common Security Agent, a Receiver or a Delegate in respect of any claim it might have against the Common Security Agent, a Receiver or a Delegate or in respect of any act or omission of any kind by that officer, employee or agent any Related Party in relation to any Debt Finance Document or any Security Property and any officer, employee or agent Related Party of the Common Security Agent, a Receiver or a Delegate may rely on this Clause subject to Clause 1.5 1.4 (Third party rights) and the provisions of the Third Parties Act).
(c) Nothing in this Agreement shall oblige the Common Security Agent to carry out:
(i) any “know your customer” or other checks in relation to any person; or
(ii) any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Primary CreditorSecured Party, on behalf of any Primary Creditor Secured Party and each Primary Creditor Secured Party confirms to the Common Security Agent that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Common Security Agent.
(d) Without prejudice to any provision of any Debt Finance Document excluding or limiting the liability of the Common Security Agent, any Receiver or Delegate, any liability of the Security Agent, any Receiver or Delegate or the POA Agent, any liability of the Common Security Agent, any Receiver or Delegate or the POA Agent arising under or in connection with any Debt Finance Document or the Security Property shall be limited to the amount of actual loss which has been finally judicially determined by a court of competent jurisdiction by a final and nonappealable judgment to have been suffered (as determined by reference to the date of default of the Common Security Agent, Receiver, Receiver or Delegate or POA Agent (as the case may be) or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Common Security Agent, Receiver, Receiver or Delegate or POA Agent (as the case may be) at any time which increase the amount of that loss. In no event shall the Common Security Agent, any Receiver or Delegate or the POA Agent be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Common Security Agent, Receiver, Receiver or Delegate or POA Agent (as the case may be) has been advised of the possibility of such loss or damages.
Appears in 1 contract
Sources: Borrowing Base Facility Agreement (Cobalt International Energy, Inc.)
EXCLUSION OF LIABILITY. (a) Without limiting paragraph (b) below (and without prejudice to any other provision of any Debt Finance Document excluding or limiting the liability of the Common Security Agent, any Receiver or Delegate), none of the Common Security Agent, any Receiver nor any Delegate Agent will not be liable (including, without limitation, for negligence or any other category of liability whatsoever) for:
(i) any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Debt Finance Document or the Security Property Transaction Security, unless directly caused by its gross negligence or wilful misconduct;:
(ii) exercising exercising, or not exercising exercising, any right, power, authority or discretion given to it by, or in connection with, any Debt Finance Document, the Transaction Security Property or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Debt Finance Document or the Security Property;
(iii) any shortfall which arises on the enforcement or realisation of the Security PropertyTransaction Security; or
(iviii) without prejudice to the generality of paragraphs (i) to and (iiiii) above, any damages, costs, lossescosts or losses to any person, any diminution in value or any liability whatsoever arising as a result of:
(A) any act, event or circumstance not reasonably within its control; or
(B) the general risks of investment in, or the holding of assets in, any jurisdiction, including (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of: nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assetsassets (including any Disruption Event); breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.
(b) No Party (other than the Common Security Agent, that Receiver or that Delegate (as applicable)) may take any proceedings against any officer, employee or agent of the Common Security Agent, a Receiver or a Delegate in respect of any claim it might have against the Common Security Agent, a Receiver or a Delegate Agent or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Debt Finance Document or any Security Property Transaction Document and any officer, employee or agent of the Common Security Agent, a Receiver or a Delegate Agent may rely on this Clause subject to Clause 1.5 1.4 (Third party rights) and the provisions of the Third Parties Act).
(c) The Agent will not be liable for any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by the Agent if the Agent has taken all necessary steps as soon as reasonably practicable to comply with the regulations 0081727-0000042 SN:12155633.21 151 or operating procedures of any recognised clearing or settlement system used by the Agent for that purpose.
(d) Nothing in this Agreement shall oblige the Common Security Agent or the MLABs to carry out:
(i) any “"know your customer” " or other checks in relation to any person; or
(ii) any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Primary CreditorLender, on behalf of any Primary Creditor Lender and each Primary Creditor Lender confirms to the Common Security Agent and the MLABs that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Common Security AgentAgent or the MLABs.
(de) Without prejudice to any provision of any Debt Finance Document excluding or limiting the liability of the Common Security Agent, any Receiver or Delegate or the POA Agent's liability, any liability of the Common Security Agent, any Receiver or Delegate or the POA Agent arising under or in connection with any Debt Finance Document or the Transaction Security Property shall be limited to the amount of actual loss which has been finally judicially determined to have been suffered (as determined by reference to the date of default of the Common Security Agent, Receiver, Delegate or POA Agent (as the case may be) or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Common Security Agent, Receiver, Delegate or POA Agent (as the case may be) at any time which increase the amount of that loss. In no event shall the Common Security Agent, any Receiver or Delegate or the POA Agent be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Common Security Agent, Receiver, Delegate or POA Agent (as the case may be) has been advised of the possibility of such loss or damages.
(f) Notwithstanding any term or provision of any Finance Document to the contrary, the Agent shall not be responsible or have any liability to any Party or anyone else under any circumstances for special, punitive, indirect or consequential losses or damages of any kind whatsoever, whether or not foreseeable, or for any loss of business, goodwill, opportunity or profit, whether arising directly or indirectly and whether or not foreseeable, unless directly caused by its wilful default or fraud. The provisions of this Clause shall survive the termination or expiry of this Agreement and the resignation of the Agent.
Appears in 1 contract
Sources: Facilities Agreement (StarTek, Inc.)
EXCLUSION OF LIABILITY. (a) Without limiting paragraph (b) below (and without prejudice to any other provision of any Debt Finance Document excluding or limiting the liability of the Common Security Agent, Agent or any Receiver or DelegateAncillary Lender), none of the Common Security Agent, any Receiver Agent nor any Delegate Ancillary Lender will be liable (including, without limitation, for negligence or any other category of liability whatsoever) for:
(i) any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Debt Finance Document or the Security Property Transaction Security, unless directly caused by its gross negligence or wilful misconduct;
(ii) exercising exercising, or not exercising exercising, any right, power, authority or discretion given to it by, or in connection with, any Debt Finance Document, the Transaction Security Property or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Debt Finance Document or the Security Property;
(iii) any shortfall which arises on the enforcement or realisation of the Security PropertyTransaction Security; or
(iviii) without prejudice to the generality of paragraphs (i) to and (iiiii) above, any damages, costs, lossescosts or losses to any person, any diminution in value or any liability whatsoever arising as a result of:
(A) any act, event or circumstance not reasonably within its control; or
(B) the general risks of investment in, or the holding of assets in, any jurisdiction, including (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of: nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assetsassets (including any Disruption Event); breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.
(b) No Party (other than the Common Security Agent, that Receiver Agent or that Delegate (any Ancillary Lender as applicable)) may take any proceedings against any officer, employee or agent of the Common Security Agent, a Receiver Agent or a Delegate any Ancillary Lender in respect of any claim it might have against the Common Security Agent, a Receiver Agent or a Delegate any Ancillary Lender or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Debt Finance Document or any Security Property and any officer, employee or agent of the Common Security Agent, a Receiver Agent or a Delegate any Ancillary Lender may rely on this Clause subject to Clause 1.5 (Third party rights) and the provisions of the Third Parties ActClause.
(c) The Agent will not be liable for any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by the Agent if 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) Nothing in this Agreement shall oblige the Common Security Agent or the Arrangers to carry out:
(i) any “"know your customer” " or other checks in relation to any person; or
(ii) any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Primary CreditorLender, on behalf of any Primary Creditor Lender and each Primary Creditor Lender confirms to the Common Security Agent and the Arrangers that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Common Security AgentAgent or the Arrangers.
(de) Without prejudice to any provision of any Debt Finance Document excluding or limiting the liability of the Common Security Agent, any Receiver or Delegate or the POA Agent's liability, any liability of the Common Security Agent, any Receiver or Delegate or the POA Agent arising under or in connection with any Debt Finance Document or the Transaction Security Property shall be limited to the amount of actual loss which has been finally judicially determined to have been suffered (as determined by reference to the date of default of the Common Security Agent, Receiver, Delegate or POA Agent (as the case may be) or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Common Security Agent, Receiver, Delegate or POA Agent (as the case may be) at any time which increase the amount of that loss. In no event shall the Common Security Agent, any Receiver or Delegate or the POA Agent be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Common Security Agent, Receiver, Delegate or POA Agent (as the case may be) has been advised of the possibility of such loss or damages.
Appears in 1 contract
Sources: Amendment and Restatement Agreement (Alliance Data Systems Corp)
EXCLUSION OF LIABILITY. (a) 25.10.1 Without limiting paragraph (b) below Clause 25.10.2 (and without prejudice to any other provision of any Debt Finance Document excluding or limiting the liability of the Common Security Agent, any Receiver or Delegate), none of ) the Common Security Agent, any Receiver nor any Delegate will Agent shall not be liable (including, without limitation, for negligence or any other category of liability whatsoever) for:
(ia) any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Debt Finance Document or any Encumbrance created or expressed to be created or evidenced by the Security Property Documents, unless directly caused by its gross negligence or wilful misconduct;
(iib) exercising exercising, or not exercising exercising, any right, power, authority or discretion given to it by, or in connection with, any Debt Finance Document, any Encumbrance created or expressed to be created or evidenced by the Security Property Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Debt Finance Document or any Encumbrance created or expressed to be created or evidenced by the Security PropertyDocuments;
(iiic) any shortfall which arises on the enforcement or realisation of the Security Trust Property; or
(ivd) without prejudice to the generality of paragraphs (iClauses 25.10.1(a), 25.10.1(b) to (iii) aboveand 25.10.1(c), any damages, costs, lossescosts or losses to any person, any diminution in value or any liability whatsoever arising as a result of:
(Ai) any act, event or circumstance not reasonably within its control; or
(Bii) the general risks of investment in, or the holding of assets in, any jurisdiction, including (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of: nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assetsassets (including any Disruption Event); breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.
(b) 25.10.2 No Party (other than the Common Security Agent, that Receiver or that Delegate (as applicable)) may take any proceedings against any officer, employee or agent of the Common Security Agent, a Receiver or a Delegate Agent in respect of any claim it might have against the Common Security Agent, a Receiver or a Delegate Agent or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Debt Relevant Document or any Security Property and any officer, employee or agent of the Common Security Agent, a Receiver or a Delegate Agent may rely on this Clause subject to Clause 1.5 (Third party rights) and the provisions of the Third Parties ActClause.
25.10.3 The Agent will not be liable for any delay (cor any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by the Agent if 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.
25.10.4 Nothing in this Agreement shall oblige the Common Security Agent or the Arranger to carry out:
(ia) any “know your customer” or other checks in relation to any person; or;
(iib) any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Primary CreditorLender, on behalf of any Primary Creditor Lender and each Primary Creditor Lender confirms to the Common Security Agent and the Arranger that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Common Security AgentAgent or the Arranger.
(d) 25.10.5 Without prejudice to any provision of any Debt Finance Document excluding or limiting the liability of the Common Security Agent, any Receiver or Delegate or the POA Agent’s liability, any liability of the Common Security Agent, any Receiver or Delegate or the POA Agent arising under or in connection with any Debt Finance Document or any Encumbrance created or expressed to be created or evidenced by the Security Property Documents shall be limited to the amount of actual loss which has been finally judicially determined to have been suffered (as determined by reference to the date of default of the Common Security Agent, Receiver, Delegate or POA Agent (as the case may be) or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Common Security Agent, Receiver, Delegate or POA Agent (as the case may be) at any time which increase the amount of that loss. In no event shall the Common Security Agent, any Receiver or Delegate or the POA Agent be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Common Security Agent, Receiver, Delegate or POA Agent (as the case may be) has been advised of the possibility of such loss or damages.
Appears in 1 contract
Sources: Secured Loan Agreement (Genco Shipping & Trading LTD)
EXCLUSION OF LIABILITY. (a) Without limiting paragraph (b) below (and without prejudice to any other provision of any Debt Finance Document excluding or limiting the liability of the Common Security Agent, any Receiver or DelegateAdministrative Party), none of the Common Security Agent, any Receiver nor any Delegate no Administrative Party will be liable (including, without limitation, for negligence or any other category of liability whatsoever) for:
(i) any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Debt Document Finance Document, the Transaction Security or the Security Property Transaction Accounts, unless directly caused by its gross negligence or wilful misconduct;
(ii) exercising exercising, or not exercising exercising, any right, power, authority or discretion given to it by, or in connection with, any Debt Finance Document, the Transaction Accounts, the Transaction Security Property or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Debt Document Finance Document, the Transaction Accounts or the Security Property;
(iii) any shortfall which arises on the enforcement or realisation of the Security PropertyTransaction Security; or
(iviii) without prejudice to the generality of paragraphs (i) to and (iiiii) above, any damages, costs, lossescosts or losses to any person, any diminution in value or any liability whatsoever arising as a result of:
(A) any act, event or circumstance not reasonably within its control; or
(B) the general risks of investment in, or the holding of assets in, any jurisdiction, including (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of: nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assetsassets (including any Disruption Event); breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.
(b) No Party (other than the Common Security Agent, that Receiver Agent or that Delegate the Issuing Bank (as applicable)) may take any proceedings against any officer, employee or agent of the Common Security AgentAgent or the Issuing Bank, a Receiver or a Delegate in respect of any claim it might have against the Common Security Agent, a Receiver or a Delegate the Issuing Bank or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Debt Finance Document or any Security Property Transaction Document and any officer, employee or agent of the Common Security Agent, a Receiver Agent or a Delegate the Issuing Bank may rely on this Clause subject to Clause 1.5 1.4 (Third party rights) and the provisions of the Third Parties Act.
(c) Neither the Agent nor the Issuing Bank will be liable for any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by the Agent or the Issuing Bank if the Agent or the Issuing Bank 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 or the Issuing Bank for that purpose. Any payments by an Administrative Party (including as to timing) shall be subject to its account mandate terms.
(d) Nothing in this Agreement shall oblige the Common Security Agent any Administrative Party to carry out:
(i) any “know your customer” or other checks in relation to any person; or
(ii) any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Primary CreditorLender, on behalf of any Primary Creditor Lender and each Primary Creditor Lender confirms to the Common Security Agent each Administrative Party that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Common Security Agentany Administrative Party.
(de) Without prejudice to any provision of any Debt Finance Document excluding or limiting the liability of the Common Security Agent, any Receiver or Delegate ’s or the POA AgentIssuing Bank’s liability, any liability of the Common Security Agent, any Receiver or Delegate Agent or the POA Agent Issuing Bank arising under or in connection with any Debt Document Finance Document, the Transaction Accounts or the Transaction Security Property shall be limited to the amount of actual loss which has been finally judicially determined to have been suffered (as determined by reference to the date of default of the Common Security Agent, Receiver, Delegate Agent or POA Agent (as the case may be) Issuing Bank or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Common Security Agent, Receiver, Delegate Agent or POA Agent (as the case may be) Issuing Bank at any time which increase the amount of that loss. In no event shall the Common Security Agent, any Receiver or Delegate Agent or the POA Agent Issuing Bank be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Common Security Agent, Receiver, Delegate Agent or POA Agent (as the case may be) Issuing Bank has been advised of the possibility of such loss or damages.
Appears in 1 contract
EXCLUSION OF LIABILITY. (a) Without limiting paragraph (b) below (and without prejudice to any other provision of any Debt Finance Document excluding or limiting the liability of the Common Security Agent, any Receiver or Delegate), none of the Common Security Agent, any Receiver nor any Delegate Agent will not be liable for:
(i) any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Debt Finance Document or the Security Property unless directly caused by its gross negligence or wilful misconduct;
(ii) exercising exercising, or not exercising exercising, any right, power, authority or discretion given to it by, or in connection with, any Debt Finance Document, the Security Property or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Debt Document Finance Document, other than by reason of its gross negligence or the Security Propertywilful misconduct;
(iii) any shortfall which arises on the enforcement or realisation of the Security Property; or
(iv) without prejudice to the generality of paragraphs (i) to and (iiiii) above, any damages, costs, lossescosts or losses to any person, any diminution in value or any liability whatsoever (including, without limitation, for negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) arising as a result of:
(A) any act, event or circumstance not reasonably within its control; or
(B) the general risks of investment in, or the holding of assets in, any jurisdiction, including (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of: nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assetsassets (including any Disruption Event); breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.
(b) . No Party (other than the Common Security Agent, that Receiver or that Delegate (as applicable)) may take any proceedings against any officer, employee or agent of the Common Security Agent, a Receiver or a Delegate Agent in respect of any claim it might have against the Common Security Agent, a Receiver or a Delegate Agent or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Debt Finance Document or any Security Property and any officer, employee or agent of the Common Security Agent, a Receiver or a Delegate Agent may rely on this Clause paragraph (b) subject to Clause 1.5 1.4 (Third party rights) and the provisions of the Third Parties Act.
. The Agent will not be liable for any delay (cor any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by the Agent if 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. Nothing in this Agreement shall oblige the Common Security Agent or the Mandated Lead Arranger to carry out:
(i) any “"know your customer” " or other checks in relation to any person; or
(ii) any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Primary CreditorFinance Party, on behalf of any Primary Creditor Finance Party and each Primary Creditor Finance Party confirms to the Common Security Agent and the Mandated Lead Arranger that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Common Security Agent.
(d) Agent or the Mandated Lead Arranger. Without prejudice to any provision of any Debt Finance Document excluding or limiting the liability of the Common Security Agent, any Receiver or Delegate or the POA Agent, any liability of the Common Security Agent, any Receiver or Delegate or the POA Agent arising under or in connection with any Debt Finance Document or the Security Property shall be limited to the amount of actual loss which has been finally judicially determined to have been suffered (as determined by reference to the date of default of the Common Security Agent, Receiver, Delegate or POA Agent (as the case may be) or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Common Security Agent, Receiver, Delegate or POA Agent (as the case may be) at any time which increase the amount of that loss. In no event shall the Common Security Agent, any Receiver or Delegate or the POA Agent be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Common Security Agent, Receiver, Delegate or POA Agent (as the case may be) has been advised of the possibility of such loss or damages.
Appears in 1 contract
Sources: Facility Agreement
EXCLUSION OF LIABILITY. (a) Without limiting paragraph (b) below (and without prejudice to any other provision of any Debt Finance Document excluding or limiting the liability of the Common Security Agent, any Receiver or Delegate), none of the Common Security Agent, any Receiver nor any Delegate Agent will not be liable for:
: (i) any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Debt Document or the Security Property Finance Document, unless directly caused by its gross negligence or wilful misconduct;
; 110 EMEA 154791766 (ii) exercising exercising, or not exercising exercising, any right, power, authority or discretion given to it by, or in connection with, any Debt Finance Document, the Security Property or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Debt Document Finance Document; or the Security Property;
(iii) any shortfall which arises on the enforcement or realisation of the Security Property; or
(iv) without prejudice to the generality of paragraphs (i) to and (iiiii) above, any damages, costs, lossescosts or losses to any person, any diminution in value or any liability whatsoever arising as a result of:
: (A) any act, event or circumstance not reasonably within its control; or
or (B) the general risks of investment in, or the holding of assets in, any jurisdiction, including (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of: nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assetsassets (including any Disruption Event); breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.
(b) No Party (other than the Common Security Agent, that Receiver or that Delegate (as applicable)) may take any proceedings against any officer, employee or agent of the Common Security Agent, a Receiver or a Delegate in respect of any claim it might have against the Common Security Agent, a Receiver or a Delegate or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Debt Document or any Security Property and any officer, employee or agent of the Common Security Agent, a Receiver or a Delegate may rely on this Clause subject to Clause 1.5 (Third party rights) and the provisions of the Third Parties Act.
(c) Nothing in this Agreement shall oblige the Common Security Agent to carry out:
(i) any “know your customer” or other checks in relation to any person; or
(ii) any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Primary Creditor, on behalf of any Primary Creditor and each Primary Creditor confirms to the Common Security Agent that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Common Security Agent.
(d) Without prejudice to any provision of any Debt Document excluding or limiting the liability of the Common Security Agent, any Receiver or Delegate or the POA Agent, any liability of the Common Security Agent, any Receiver or Delegate or the POA Agent arising under or in connection with any Debt Document or the Security Property shall be limited to the amount of actual loss which has been finally judicially determined to have been suffered (as determined by reference to the date of default of the Common Security Agent, Receiver, Delegate or POA Agent (as the case may be) or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Common Security Agent, Receiver, Delegate or POA Agent (as the case may be) at any time which increase the amount of that loss. In no event shall the Common Security Agent, any Receiver or Delegate or the POA Agent be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Common Security Agent, Receiver, Delegate or POA Agent (as the case may be) has been advised of the possibility of such loss or damages.
Appears in 1 contract
Sources: Syndicated Facilities Agreement (Harmony Gold Mining Co LTD)
EXCLUSION OF LIABILITY. (a) Without limiting paragraph (b) below (and without prejudice to any other provision of any Debt Finance Document excluding or limiting the liability of the Common Security Agent, Agent or any Receiver or Delegate), none of the Common Security Agent, Agent nor any Receiver nor any or Delegate will be liable (unless directly caused by its gross negligence or wilful misconduct) for:
(i) any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Debt Transaction Document or the Security Property unless directly caused by its gross negligence or wilful misconductProperty;
(ii) exercising exercising, or not exercising ,any right, power, authority or discretion given to it by, or in connection with, any Debt Transaction Document, the Security Property or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Debt Transaction Document or the Security Property;; or
(iii) any shortfall which arises on the enforcement or realisation of the Security Property; or
(iv) without prejudice to the generality of paragraphs (i) to (iii) above, any damages, costs, lossescosts or losses to any person, any diminution in value or any liability whatsoever arising as a result of:
(A) any act, event or circumstance not reasonably within its control; or
(B) the general risks of investment in, or the holding of assets in, any jurisdiction, including (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of: of nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assetsassets (including any Disruption Event); breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.
(b) No Party (other than the Common Security Agent, that Receiver or that Delegate (as applicable)) may take any proceedings against any officer, employee or agent of the Common Security Agent, a Receiver or a Delegate in respect of any claim it might have against the Common Security Agent, a Receiver or a Delegate or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Debt Transaction Document or any Security Property and any officer, employee or agent of the Common Security Agent, a Receiver or a Delegate may rely on this Clause subject to Clause 1.5 (Third party rights) and the provisions of the Third Parties Act.
(c) The Security Agent will not be liable for any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by the Security Agent if the Security 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 Security Agent for that purpose.
(d) Nothing in this Agreement shall oblige the Common Security Agent to carry out:
(i) any “"know your customer” " or other checks in relation to any person; or
(ii) any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Primary CreditorFinance Party, on behalf of any Primary Creditor Finance Party and each Primary Creditor Finance Party confirms to the Common Security Agent that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Common Security Agent.
(de) Without prejudice to any provision of any Debt Finance Document excluding or limiting the liability of the Common Security Agent, any Receiver or Delegate, any liability of the Security Agent, any Receiver or Delegate or the POA Agent, any liability of the Common Security Agent, any Receiver or Delegate or the POA Agent arising under or in connection with any Debt Transaction Document or the Security Property shall be limited to the amount of actual loss which has been finally judicially determined to have been suffered (as determined by reference to the date of default of the Common Security Agent, Receiver, Receiver or Delegate or POA Agent (as the case may be) or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Common Security Agent, Receiver, any Receiver or Delegate or POA Agent (as the case may be) at any time which increase the amount of that loss. In no event shall the Common Security Agent, any Receiver or Delegate or the POA Agent be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Common Security Agent, Receiver, the Receiver or Delegate or POA Agent (as the case may be) has been advised of the possibility of such loss or damages.
Appears in 1 contract
Sources: Term Loan Facility (Grindrod Shipping Holdings Ltd.)
EXCLUSION OF LIABILITY. (a) Without limiting paragraph (b) below (and without prejudice to any other provision of any Debt Finance Document excluding or limiting the liability of the Common Security Agent, any Receiver or Delegate), none of the Common Security Agent, any Receiver nor any Delegate Agent will not be liable (including, without limitation, for negligence or any other category of liability whatsoever) for:
(i) any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Debt Finance Document or the Security Property Transaction Security, unless directly caused by its gross negligence or wilful misconduct;
(ii) exercising exercising, or not exercising exercising, any right, power, authority or discretion given to it by, or in connection with, any Debt Finance Document, the Transaction Security Property or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Debt Finance Document or the Security Property;
(iii) any shortfall which arises on the enforcement or realisation of the Security PropertyTransaction Security; or
(iviii) without prejudice to the generality of paragraphs (i) to and (iiiii) above, any damages, costs, lossescosts or losses to any person, any diminution in value or any liability whatsoever arising as a result of:
(A) any act, event or circumstance not reasonably within its control; or
(B) the general risks of investment in, or the holding of assets in, any jurisdiction, including (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of: nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assetsassets (including any Disruption Event); breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.
(b) No Party (other than the Common Security Agent, that Receiver or that Delegate (as applicable)) may take any proceedings against any officer, employee or agent of the Common Security Agent, a Receiver or a Delegate in respect of any claim it might have against the Common Security Agent, a Receiver or a Delegate Agent or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Debt Finance Document or any Security Property Transaction Document and any officer, employee or agent of the Common Security Agent, a Receiver or a Delegate Agent may rely on this Clause 30.10 subject to Clause 1.5 1.3 (Third party rights) and the provisions of the Third Parties Act).
(c) The Agent will not be liable for any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by the Agent if 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) Nothing in this Agreement shall oblige the Common Security Agent or the MLABs to carry out:
(i) any “"know your customer” " or other checks in relation to any person; or
(ii) any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Primary CreditorLender, on behalf of any Primary Creditor Lender and each Primary Creditor Lender confirms to the Common Security Agent and the MLABs that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Common Security AgentAgent or the MLABs.
(de) Without prejudice to any provision of any Debt Finance Document excluding or limiting the liability of the Common Security Agent, any Receiver or Delegate or the POA Agent's liability, any liability of the Common Security Agent, any Receiver or Delegate or the POA Agent arising under or in connection with any Debt Finance Document or the Transaction Security Property shall be limited to the amount of actual loss which has been finally judicially determined to have been suffered (as determined by reference to the date of default of the Common Security Agent, Receiver, Delegate or POA Agent (as the case may be) or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Common Security Agent, Receiver, Delegate or POA Agent (as the case may be) at any time which increase the amount of that loss. In no event shall the Common Security Agent, any Receiver or Delegate or the POA Agent be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Common Security Agent, Receiver, Delegate or POA Agent (as the case may be) has been advised of the possibility of such loss or damages.
(f) Notwithstanding any term or provision of any Finance Document to the contrary, the Agent shall not be responsible or have any liability to any Party or anyone else under any circumstances for special, punitive, indirect or consequential losses or damages of any kind whatsoever, whether or not foreseeable, or for any loss of business, goodwill, opportunity or profit, whether arising directly or indirectly and whether or not foreseeable, unless directly caused by its wilful default or fraud. The provisions of this Clause 30.10 shall survive the termination or expiry of this Agreement and the resignation of the Agent.
Appears in 1 contract
Sources: Facilities Agreement (StarTek, Inc.)
EXCLUSION OF LIABILITY. (a) Without limiting paragraph (bclause 28.10(b) below (and without prejudice to the provisions of clause 31.10 (Disruption to the Payment Systems etc.) or any other provision of any Debt Finance Document excluding or limiting the liability of the Common Security Agent, any Receiver or Delegate), none of the Common Security Agent, any Receiver nor any Delegate Agent will not be liable for:
(i) any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Debt Document or the Security Property Finance Document, unless directly caused by its gross negligence or wilful misconduct;
(ii) exercising exercising, or not exercising exercising, any right, power, authority or discretion given to it by, or in connection with, any Debt Document, the Security Property Finance Document or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Debt Document Finance Document, other than by reason of its gross negligence or the Security Property;
(iii) any shortfall which arises on the enforcement or realisation of the Security Propertywilful misconduct; or
(iviii) without prejudice to the generality of paragraphs (i) to and (iiiii) above, any damages, costs, lossescosts or losses to any person, any diminution in value or any liability whatsoever (including, without limitation, for negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) arising as a result of:
(A) any act, event or circumstance not reasonably within its control; or
(B) the general risks of investment in, or the holding of assets in, any jurisdiction, including (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of: nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assetsassets (including any Disruption Event); breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.
(b) No Party (other than the Common Security Agent, that Receiver or that Delegate (as applicable)) may take any proceedings against any officer, employee or agent of the Common Security Agent, a Receiver or a Delegate Agent in respect of any claim it might have against the Common Security Agent, a Receiver or a Delegate or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Debt Finance Document or any Security Property and any officer, employee or agent of the Common Security Agent, a Receiver or a Delegate may rely on this Clause clause subject to Clause 1.5 clause 1.3 (Third party rights) and the provisions of the Third Parties Act.
(c) The Agent will not be liable for any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by the Agent if 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) Nothing in this Agreement shall oblige the Common Security Agent or the Mandated Lead Arrangers to carry out:
(i) out any “know your customer” or other checks in relation to any person; or
(ii) any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Primary Creditor, person on behalf of any Primary Creditor Lender and each Primary Creditor Lender confirms to the Common Security Agent and the Mandated Lead Arrangers that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Common Security AgentAgent or the Mandated Lead Arrangers.
(de) Without prejudice to any provision of any Debt Finance Document excluding or limiting the liability of the Common Security Agent, any Receiver or Delegate or the POA Agent’s liability, any liability of the Common Security Agent, any Receiver or Delegate or the POA Agent arising under or in connection with any Debt Finance Document or the Security Property shall be limited to the amount of actual loss which has been finally judicially determined to have been suffered (as determined by reference to the date of default of the Common Security Agent, Receiver, Delegate or POA Agent (as the case may be) or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Common Security Agent, Receiver, Delegate or POA Agent (as the case may be) at any time which increase the amount of that loss. In no event shall the Common Security Agent, any Receiver or Delegate or the POA Agent be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Common Security Agent, Receiver, Delegate or POA Agent (as the case may be) has been advised of the possibility of such loss or damages.
Appears in 1 contract
Sources: Revolving Credit Facility Agreement (Enstar Group LTD)
EXCLUSION OF LIABILITY. (a) Without limiting paragraph (b) below (and without prejudice to any other provision of any Debt Finance Document excluding or limiting the liability of the Common Security Agent, Agent or any Receiver or Delegate), none of the Common Security Agent, Agent nor any Receiver nor any or Delegate will be liable (including, without limitation, for negligence or any other category of liability whatsoever) for:
(i) any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Debt Transaction Document or the Security Property Property, unless directly caused by its gross negligence or wilful misconduct;
(ii) exercising exercising, or not exercising exercising, any right, power, authority or discretion given to it by, or in connection with, any Debt Transaction Document, the Security Property or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Debt Transaction Document or the Security Property;; or
(iii) any shortfall which arises on the enforcement or realisation of the Security Property; or
(iv) without prejudice to the generality of sub-paragraphs (i) to (iii) above, any damages, costs, lossescosts or losses to any person, any diminution in value or any liability whatsoever arising as a result of:
(A) any act, event or circumstance not reasonably within its control; or
(B) the general risks of investment in, or the holding of assets in, any jurisdiction, including (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of: of nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assetsassets (including any Disruption Event); breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.
(b) No Party (other than the Common Security Agent, that Receiver or that Delegate (as applicable)) may take any proceedings against any officer, employee or agent of the Common Security Agent, a Receiver or a Delegate in respect of any claim it might have against the Common Security Agent, a Receiver or a Delegate or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Debt Transaction Document or any Security Property and any officer, employee or agent of the Common Security Agent, a Receiver or a Delegate may rely on this Clause paragraph (b) subject to Clause 1.5 (Third party rights) and the provisions of the Third Parties Act.
(c) The Security Agent will not be liable for any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by the Security Agent if the Security 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 Security Agent for that purpose.
(cd) Nothing in this Agreement shall oblige the Common Security Agent to carry out:
(i) any “know your customer” or other checks in relation to any person; or
(ii) any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Primary CreditorFinance Party, on behalf of any Primary Creditor Finance Party and each Primary Creditor Finance Party confirms to the Common Security Agent that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Common Security Agent.
(de) Without prejudice to any provision of any Debt Finance Document excluding or limiting the liability of the Common Security AgentAgent or any Receiver, any liability (including, without limitation, for negligence or any other category of liability whatsoever) of the Security Agent or any Receiver or Delegate or the POA Agent, any liability of the Common Security Agent, any Receiver or Delegate or the POA Agent arising under or in connection with any Debt Transaction Document or the Security Property shall be limited to the amount of actual loss which has been finally judicially determined to have been suffered (as determined by reference to the date of default of the Common Security Agent, Receiver, Receiver or Delegate or POA Agent (as the case may be) or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Common Security Agent, Receiver, any Receiver or Delegate or POA Agent (as the case may be) at any time which increase the amount of that loss. In no event shall the Common Security Agent, any Receiver or Delegate or the POA Agent be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Common Security Agent, Receiver, the Receiver or Delegate or POA Agent (as the case may be) has been advised of the possibility of such loss or damages.
Appears in 1 contract
EXCLUSION OF LIABILITY. (a) Without limiting paragraph (b) below (and without prejudice to any other provision of any Debt Finance Document excluding or limiting the liability of the Common Security any Administrative Agent, any Receiver or Delegate), none of the Common Security Agent, any Receiver nor any Delegate Facility Agent or the Calculation Agent will be liable (including, without limitation, for negligence or any other category of liability whatsoever) for:
(i) any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Debt Finance Document or the Security Property Transaction Security, unless directly caused by its gross negligence or wilful misconduct;
(ii) exercising exercising, or not exercising exercising, any right, power, authority or discretion given to it by, or in connection with, any Debt Document, Finance Document or the Transaction Security Property or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Debt Finance Document or the Security Property;
(iii) any shortfall which arises on the enforcement Transaction Security, other than by reason of its gross negligence or realisation of the Security Propertywilful misconduct; or
(iviii) without prejudice to the generality of paragraphs (i) to and (iiiii) above, any damages, costs, lossescosts or losses to any person, any diminution in value or any liability whatsoever (including, without limitation, for negligence or any other category of liability whatsoever) arising as a result of:
(A) any act, event or circumstance not reasonably within its control; or
(B) the general risks of investment in, or the holding of assets in, any jurisdiction, including (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of: nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assetsassets (including any Disruption Event); breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.
(b) No Party (other than the Common Security Agent, that Receiver Facility Agent or that Delegate the Calculation Agent (as applicableand not in respect of each other)) may take any proceedings against any officer, employee or agent of the Common Security Facility Agent or the Calculation Agent, a Receiver or a Delegate as applicable, in respect of any claim it might have against the Common Security Facility Agent or the Calculation Agent, a Receiver or a Delegate as applicable, or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Debt Document or any Security Property Finance Document, and any officer, employee or agent of the Common Security Facility Agent or the Calculation Agent, a Receiver or a Delegate as applicable, may rely on this Clause 23.12 subject to Clause 1.5 (Third party rightsParty Rights) and the provisions of the Third Parties Act.
(c) None of the Custodian, the Facility Agent or the Calculation Agent will be liable for any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by the Custodian, the Facility Agent or the Calculation Agent, as applicable, if the Custodian, the Facility Agent or the Calculation Agent, as applicable, 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 Custodian, Facility Agent or the Calculation Agent, as applicable, for that purpose.
(d) Nothing in this Agreement shall oblige the Common Security Custodian, the Arranger, the Facility Agent or the Calculation Agent to carry out:
out (i) any “know your customer” checks, or other checks in relation to any person; or
(ii) any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Primary Creditor, Lender or in relation to any person on behalf of any Primary Creditor Lender and each Primary Creditor Lender confirms to the Common Security Facility Agent, the Arranger, the Calculation Agent and the Custodian that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Common Security Custodian, Arranger or the Facility Agent.
(de) Without prejudice to any provision of any Debt Finance Document excluding or limiting the liability of the Common Security any Administrative Agent, any Receiver or Delegate or the POA Agent's liability, any liability of the Common Security Agent, any Receiver or Delegate or the POA an Administrative Agent arising under or in connection with any Debt Finance Document or the Security Property shall be limited to the amount of actual loss which has been finally judicially determined to have been suffered (as determined by reference to the date of default of the Common Security Agent, Receiver, Delegate or POA Administrative Agent (as the case may be) or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Common Security Agent, Receiver, Delegate or POA Administrative Agent (as the case may be) at any time which increase the amount of that loss. In no event shall the Common Security Agent, any Receiver or Delegate or the POA Administrative Agent be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Common Security Agent, Receiver, Delegate or POA Administrative Agent (as the case may be) has been advised of the possibility of such loss or damages.
(f) No Calculation Agent shall be liable for any damages, costs or losses, any diminution in value, or any liability whatsoever to a Finance Party if that Finance Party, in a separate capacity, or any of its Affiliates, was also a Calculation Agent at the relevant time.
Appears in 1 contract
Sources: Amendment and Restatement Agreement (Atlas Investissement)
EXCLUSION OF LIABILITY. (a) 7.14.1 Without limiting paragraph (b) below Clause 7.14.3 (and without prejudice to any other provision of any Debt Document the Restructuring Deed excluding or limiting the liability of the Common Security Agent, any Receiver or DelegateHolding Period Trustee), none of the Common Security Agent, any Receiver nor any Delegate Holding Period Trustee will not be liable for:
(ia) any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Debt Document this Deed or the Security Property unless directly caused by its gross negligence or wilful misconductRestructuring Deed;
(iib) exercising or not exercising any right, power, authority or discretion given to it by, or in connection withwith this Deed or the Restructuring Deed, any Debt Document, the Security Property or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Debt Document with this Deed or the Security Property;Restructuring Deed; or
(iiic) any shortfall which arises on the enforcement or realisation any sale of the Security PropertyTrust Shares, unless directly caused by its fraud, gross negligence or wilful misconduct; or
(ivd) without prejudice to the generality of paragraphs (ia) to (iiic) above, any damages, costs, losses, any diminution in value or any liability whatsoever arising as a result of:
(Ai) any act, event or circumstance not reasonably within its control; or
(Bii) the general risks of investment in, or the holding of assets in, any jurisdiction, including (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of: nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assets; breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.
(b) No Party (other than the Common Security Agent, that Receiver or that Delegate (as applicable)) may take any proceedings against any officer, employee or agent of the Common Security Agent, a Receiver or a Delegate in respect of any claim it might have against the Common Security Agent, a Receiver or a Delegate or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Debt Document or any Security Property and any officer, employee or agent of the Common Security Agent, a Receiver or a Delegate may rely on this Clause subject to Clause 1.5 (Third party rights) and the provisions of the Third Parties Act.
(c) Nothing in this Agreement shall oblige the Common Security Agent to carry out:
(i) any “know your customer” or other checks in relation to any person; or
(ii) any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Primary Creditor, on behalf of any Primary Creditor and each Primary Creditor confirms to the Common Security Agent that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Common Security Agent.
(d) Without prejudice to any provision of any Debt Document excluding or limiting the liability of the Common Security Agent, any Receiver or Delegate or the POA Agent, any liability of the Common Security Agent, any Receiver or Delegate or the POA Agent arising under or in connection with any Debt Document or the Security Property shall be limited to the amount of actual loss which has been finally judicially determined to have been suffered (as determined by reference to the date of default of the Common Security Agent, Receiver, Delegate or POA Agent (as the case may be) or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Common Security Agent, Receiver, Delegate or POA Agent (as the case may be) at any time which increase the amount of that loss. In no event shall the Common Security Agent, any Receiver or Delegate or the POA Agent be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Common Security Agent, Receiver, Delegate or POA Agent (as the case may be) has been advised of the possibility of such loss or damages.
Appears in 1 contract
Sources: Holding Period Trust Deed
EXCLUSION OF LIABILITY. (a) Without limiting paragraph (b) below (and without prejudice to any other provision of any Debt Finance Document excluding or limiting the liability of the Common Security Agent, any Receiver or Delegate), none of the Common Security Agent, any Receiver nor any Delegate will not be liable for:
(i) any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Debt Finance Document or the Security Property Transaction Security, unless directly caused by its gross negligence or wilful misconduct;
(ii) exercising exercising, or not exercising exercising, any right, power, authority or discretion given to it by, or in connection with, any Debt Document, Finance Document or the Transaction Security Property or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Debt Finance Document or the Security PropertyTransaction Security, other than by reason of its gross negligence or wilful misconduct;
(iii) any shortfall which arises on the enforcement or realisation of the Security Property; or
(iv) without prejudice to the generality of paragraphs (i) to and (iiiii) above, any damages, costs, lossescosts or losses to any person, any diminution in value or any liability whatsoever (including, without limitation, for negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) arising as a result of:
(A) any act, event or circumstance not reasonably within its control; or
(B) the general risks of investment in, or the holding of assets in, any jurisdiction, including (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of: nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assetsassets (including any Disruption Event); breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action; or
(iv) any shortfall which arises on the enforcement or realisation of the Transaction Security.
(b) No Party (other than the Common Security Agent, that Receiver or that Delegate (as applicable)) may take any proceedings against any officer, employee or agent of the Common Security Agent, a Receiver or a Delegate in respect of any claim it might have against the Common Security Agent, a Receiver or a Delegate or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Debt Finance Document or any Transaction Security Property and any officer, employee or agent of the Common Security Agent, a Receiver or a Delegate may rely on this Clause paragraph (b) subject to Clause 1.5 1.4 (Third party rights) and the provisions of the Third Parties Act.
(c) The Agent will not be liable for any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by the Agent if 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) Nothing in this Agreement shall oblige the Common Security Agent or the Arranger to carry out:
(i) any “know your customer” or other checks in relation to any person; or
(ii) any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Primary CreditorLender or other Secured Party or for any Affiliate of any Lender or other Secured Party, on behalf of any Primary Creditor Lender or other Secured Party and each Primary Creditor Lender and other Secured Party confirms to the Common Security Agent and the Arranger that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Common Security AgentAgent or the Arranger.
(de) Without prejudice to any provision of any Debt Finance Document excluding or limiting the liability of the Common Security Agent, any Receiver or Delegate, any liability of the Agent, any Receiver or Delegate or the POA Agent, any liability of the Common Security Agent, any Receiver or Delegate or the POA Agent arising under or in connection with any Debt Finance Document or the Transaction Security Property shall be limited to the amount of actual loss which has been finally judicially determined to have been suffered (as determined by reference to the date of default of the Common Security Agent, Receiver, Receiver or Delegate or POA Agent (as the case may be) or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Common Security Agent, Receiver, Receiver or Delegate or POA Agent (as the case may be) at any time which increase the amount of that loss. In no event shall the Common Security Agent, any Receiver or Delegate or the POA Agent be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Common Security Agent, Receiver, Receiver or Delegate or POA Agent (as the case may be) has been advised of the possibility of such loss or damages.
Appears in 1 contract
Sources: Bridge Loan Facility Agreement (Lifezone Metals LTD)
EXCLUSION OF LIABILITY. (a) Without limiting paragraph (b) below (and without prejudice to any other provision of any Debt Finance Document excluding or limiting the liability of the Common Security Agent, any Receiver or Delegate), none of the Common Security Agent, any Receiver nor any Delegate will be liable (including, without limitation, for negligence or any other category of liability whatsoever) for:
(i) any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Debt Finance Document or the Transaction Security Property unless directly caused by its gross negligence or wilful misconduct;
(ii) exercising or not exercising any right, power, authority or discretion given to it by, or in connection with, any Debt Finance Document, the Transaction Security Property or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Debt Finance Document or the Security PropertyTransaction Security;
(iii) any shortfall which arises on the enforcement or realisation of the Security PropertyTransaction Security; or
(iv) without prejudice to the generality of paragraphs (ia)(i) to (iii) above, any damages, costs, losses, any diminution in value or any liability whatsoever arising as a result of:
(A) any act, event or circumstance not reasonably within its control; or
(B) the general risks of investment in, or the holding of assets in, any jurisdiction, including (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of: nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assets; breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; epidemics, war, terrorism, insurrection or revolution; or strikes or industrial action.
(b) No Party (other than the Common Security Agent, that Receiver or that Delegate (as applicable)) may take any proceedings against any officer, employee or agent of the Common Security Agent, a Receiver or a Delegate in respect of any claim it might have against the Common Security Agent, a Receiver or a Delegate or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Debt Finance Document or any Transaction Security Property and any officer, employee or agent of the Common Security Agent, a Receiver or a Delegate may rely on this Clause paragraph (b) subject to Clause 1.5 1.4 (Third party rights) and the provisions of the Third Parties Act.
(c) Nothing in this Agreement shall oblige the Common Security Agent to carry out:
(i) any “know your customer” or other checks in relation to any person; or
(ii) any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Primary Creditorother Secured Party, on behalf of any Primary Creditor other Secured Party and each Primary Creditor other Secured Party confirms to the Common Security Agent that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Common Security Agent.
(d) Without prejudice to any provision of any Debt Finance Document excluding or limiting the liability of the Common Security Agent, any Receiver or Delegate, any liability of the Security Agent, any Receiver or Delegate or the POA Agent, any liability of the Common Security Agent, any Receiver or Delegate or the POA Agent arising under or in connection with any Debt Finance Document or the Transaction Security Property shall be limited to the amount of actual loss which has been finally judicially determined to have been suffered (as determined by reference to the date of default of the Common Security Agent, Receiver, Receiver or Delegate or POA Agent (as the case may be) or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Common Security Agent, Receiver, Receiver or Delegate or POA Agent (as the case may be) at any time which increase the amount of that loss. In no event shall the Common Security Agent, any Receiver or Delegate or the POA Agent be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Common Security Agent, Receiver, Receiver or Delegate or POA Agent (as the case may be) has been advised of the possibility of such loss or damages.
(e) Neither the Security Agent nor any Receiver or Delegate, will be liable for any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by the Security Agent if the Security 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 Security Agent for that purpose.
Appears in 1 contract
Sources: Backstop Facility Agreement
EXCLUSION OF LIABILITY. (a) Without limiting paragraph (b) below (and without prejudice to any other provision of any Debt Finance Document excluding or limiting the liability of the Common Security Facility Agent , Issuing Bank, Overdraft Bank or the Collateral Management Agent, any Receiver or Delegate), none of neither the Common Security Facility Agent, any Receiver Issuing Bank, Overdraft Bank nor any Delegate the Collateral Management Agent will be liable (including, without limitation, for negligence or any other category of liability whatsoever) for:
(i) any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Debt Finance Document or the Security Property Transaction Security, unless directly caused by its gross negligence or wilful misconduct;
(ii) exercising exercising, or not exercising exercising, any right, power, authority or discretion given to it by, or in connection with, any Debt Finance Document, the Transaction Security Property or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Debt Finance Document or the Security Property;
(iii) any shortfall which arises on the enforcement or realisation of the Security PropertyTransaction Security; or
(iviii) without prejudice to the generality of paragraphs (i) to and (iiiii) above, any damages, costs, lossescosts or losses to any person, any diminution in value or any liability whatsoever arising as a result of:
(A) any act, event or circumstance not reasonably within its control; or
(B) the general risks of investment in, or the holding of assets in, any jurisdiction, including (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of: nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assetsassets (including any Disruption Event); breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.
(b) No Party (other than the Common Security Facility Agent, that Receiver or that Delegate (as applicable)) may take any proceedings against any officer, employee or agent of the Common Security Facility Agent, a Receiver or a Delegate in respect of any claim it might have against the Common Security Agent, a Receiver or a Delegate Facility Agent or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Debt Finance Document or any Security Property and any officer, employee or agent of the Common Security Agent, a Receiver or a Delegate Facility Agent may rely on this Clause clause subject to Clause 1.5 clause 1.4 (Third party rights) and the provisions of the Third Parties Act.
(c) No Party (other than the Collateral Management Agent) may take any proceedings against any officer, employee or agent of the Collateral Management Agent, in respect of any claim it might have against the Collateral Management Agent or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Finance Document and any officer, employee or agent of the Collateral Management Agent may rely on this clause subject to clause 1.4 (Third party rights) and the provisions of the Third Parties Act.
(d) No Party (other than the Issuing Bank) may take any proceedings against any officer, employee or agent of the Issuing Bank, in respect of any claim it might have against the Issuing Bank or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Finance Document and any officer, employee or agent of the Issuing Bank may rely on this clause subject to clause 1.4 (Third party rights) and the provisions of the Third Parties Act.
(e) No Party (other than the Overdraft Bank) may take any proceedings against any officer, employee or agent of the Overdraft Bank, in respect of any claim it might have against the Overdraft Bank or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Finance Document and any officer, employee or agent of the Overdraft Bank may rely on this clause subject to clause 1.4 (Third party rights) and the provisions of the Third Parties Act.
(f) Neither the Facility Agent nor the Collateral Management Agent will be liable for any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by it if it 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 it for that purpose.
(g) Nothing in this Agreement shall oblige the Common Security Agent Facility Agent, the Collateral Management Agent, the Co-Ordinator, the Documentation Bank or an Arranger to carry out:
(i) any “"know your customer” " or other checks in relation to any person; or
(ii) any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Primary CreditorLender, on behalf of any Primary Creditor Lender and each Primary Creditor Lender confirms to the Common Security Agent Facility Agent, the Collateral Management Agent, the Co-Ordinator, the Documentation Bank and the Arranger that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Common Security Facility Agent, the Collateral Management Agent, the Co-Ordinator, the Documentation Bank or the Arranger.
(dh) Without prejudice to any provision of any Debt Finance Document excluding or limiting either the liability of the Common Security Facility Agent, any Receiver or Delegate 's or the POA Collateral Management Agent's liability, any liability of the Common Security Agent, any Receiver or Delegate Facility Agent or the POA Collateral Management Agent arising under or in connection with any Debt Finance Document or the Transaction Security Property shall be limited to the amount of actual loss which has been finally judicially determined to have been suffered (as determined by reference to the date of default of the Common Security Agent, Receiver, Delegate Facility Agent or POA the Collateral Management Agent (as the case may be) or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Common Security Agent, Receiver, Delegate Facility Agent or POA the Collateral Management Agent (as the case may be) at any time which increase the amount of that loss. In no event shall the Common Security Agent, any Receiver or Delegate Facility Agent or the POA Collateral Management Agent be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Common Security Agent, Receiver, Delegate or POA Facility Agent (as the case may be) has been advised of the possibility of such loss or damages.
Appears in 1 contract
Sources: Loan Agreement (Aegean Marine Petroleum Network Inc.)
EXCLUSION OF LIABILITY. (a) Without limiting paragraph (b) below (and without prejudice to any other provision of any Debt Document excluding or limiting the liability of the Common Security Agent, any Receiver or Delegate), none of the Common Security Agent, any Receiver nor any Delegate will be liable for:
(i) any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Debt Document or the Security Property unless directly caused by its gross negligence or wilful misconduct;
(ii) exercising or not exercising any right, power, authority or discretion given to it by, or in connection with, any Debt Document, the Security Property or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Debt Document or the Security Property;
(iii) any shortfall which arises on the enforcement or realisation of the Security Property; or
(iv) without prejudice to the generality of paragraphs (i) to (iii) above, any damages, costs, losses, any diminution in value or any liability whatsoever arising as a result of:
(A) any act, event or circumstance not reasonably within its control; or
(B) the general risks of investment in, or the holding of assets in, any jurisdiction, including (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of: nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assets; breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.
(b) No Party (other than the Common Security Agent, that Receiver or that Delegate (as applicable)) may take any proceedings against any officer, employee or agent of the Common Security Agent, a Receiver or a Delegate in respect of any claim it might have against the Common Security Agent, a Receiver or a Delegate or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Debt Document or any Security Property and any officer, employee or agent of the Common Security Agent, a Receiver or a Delegate may rely on this Clause paragraph (b) subject to Clause 1.5 1.3 (Third party rights) and the provisions of the Third Parties Act.
(c) Nothing in this Agreement shall oblige the Common Security Agent to carry out:
(i) any “"know your customer” " or other checks in relation to any person; or
(ii) any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Primary Creditor, on behalf of any Primary Creditor and each Primary Creditor confirms to the Common Security Agent that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Common Security Agent.
(d) Without prejudice to any provision of any Debt Document excluding or limiting the liability of the Common Security Agent, any Receiver or Delegate, any liability of the Security Agent, any Receiver or Delegate or the POA Agent, any liability of the Common Security Agent, any Receiver or Delegate or the POA Agent arising under or in connection with any Debt Document or the Security Property shall be limited to the amount of actual loss which has been finally judicially determined to have been suffered (as determined by reference to the date of default of the Common Security Agent, Receiver, Receiver or Delegate or POA Agent (as the case may be) or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Common Security Agent, Receiver, Receiver or Delegate or POA Agent (as the case may be) at any time which increase the amount of that loss. In no event shall the Common Security Agent, any Receiver or Delegate or the POA Agent be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Common Security Agent, Receiver, Receiver or Delegate or POA Agent (as the case may be) has been advised of the possibility of such loss or damages.
Appears in 1 contract
Sources: Intercreditor Agreement (NAC Aviation 29 Designated Activity Co)
EXCLUSION OF LIABILITY. (a) Without limiting paragraph (b) below (and without prejudice to any other provision of any Debt Finance Document excluding or limiting the liability of the Common Agent and the Security Agent, any Receiver or Delegate), none of the Common Agent and the Security Agent, any Receiver nor any Delegate Agent will not be liable for:
: (i) any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Debt Document or the Security Property Finance Document, unless directly caused by its gross negligence or wilful misconduct;
; (ii) exercising exercising, or not exercising exercising, any right, power, authority or discretion given to it by, or in connection with, any Debt Document, the Security Property Finance Document or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Debt Document Finance Document, other than by reason of its gross negligence or the Security Property;
wilful misconduct; or (iii) any shortfall which arises on the enforcement or realisation of the Security Property; or
(iv) without prejudice to the generality of paragraphs (i) to and (iiiii) above, any damages, costs, lossescosts or losses to any person, any diminution in value or any liability whatsoever (including, without limitation, for negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent or the Security Agent) arising as a result of:
: (A) any act, event or circumstance not reasonably within its control; or
or (B) the general risks of investment in, or the holding of assets in, any jurisdiction, including (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of: nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assetsassets (including any Disruption Event); breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.
(b) No Party (other than the Common Security Agent, that Receiver or that Delegate (as applicable)) may take any proceedings against any officer, employee or agent of the Common Security Agent, a Receiver or a Delegate Agent in respect of any claim it might have against the Common Security Agent, a Receiver or a Delegate Agent or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Debt Finance Document or any Security Property and any officer, employee or agent of the Common Security Agent, a Receiver or a Delegate Agent may rely on this Clause subject to Clause 1.5 (Third party rights) and the provisions of the Third Parties ActClause.
c) Neither the Agent nor the Security Agent will not be liable for any delay (cor any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by it if it 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 it for that purpose.
d) Nothing in this Agreement shall oblige the Common Agent, the Security Agent or the Arranger to carry out:
: (i) any “"know your customer” " or other checks in relation to any person; or
or (ii) any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Primary CreditorLender, on behalf of any Primary Creditor Lender and each Primary Creditor Lender confirms to the Common Agent, the Security Agent and the Arranger that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Common Agent, the Security AgentAgent or the Arranger.
(de) Without prejudice to any provision of any Debt Finance Document excluding or limiting the liability of the Common Security Agent, any Receiver or Delegate or the POA Agent's liability, any liability of the Common Security Agent, any Receiver or Delegate Agent or the POA Security Agent arising under or in connection with any Debt Finance Document or the Security Property shall be limited to the amount of actual loss which has been finally judicially determined to have been suffered (as determined by reference to the date of default of the Common Agent and the Security Agent, Receiver, Delegate or POA Agent (as the case may be) or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Common Agent and the Security Agent, Receiver, Delegate or POA Agent (as the case may be) at any time which increase the amount of that loss. In no event shall the Common Security Agent, any Receiver or Delegate or the POA Agent be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Common Security Agent, Receiver, Delegate or POA Agent (as the case may be) has been advised of the possibility of such loss or damages.
Appears in 1 contract
Sources: Term Loan Facility (Flex LNG Ltd.)
EXCLUSION OF LIABILITY. (a) 10.13.1 Without limiting paragraph (b) below Clause 10.13.3 and subject to Clause 10.13.2 (and without prejudice to any other provision of any Debt Finance Document excluding or limiting the liability of the Common Security Agent, any Receiver or Delegate), none of the Common Security Agent, any Receiver nor any Delegate will be liable for:
(ia) any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Debt Finance Document or the Security Property unless directly caused by its gross negligence or wilful misconductTransaction Security;
(iib) exercising or not exercising any right, power, authority or discretion given to it by, or in connection with, any Debt Finance Document, the Transaction Security Property or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Debt Finance Document or the Security PropertyTransaction Security;
(iiic) any shortfall which arises on the enforcement or realisation of the Transaction Security;
(d) the loss of any Transaction Security PropertyDocument, title deed or other document relating to the Transaction Security; or
(ive) without prejudice to the generality of paragraphs (iClauses 10.13.1(a) to (iii) above10.13.1(d), any damages, costs, losses, any diminution in value or any liability whatsoever arising as a result of:
(Ai) any act, event or circumstance not reasonably within its control; or
(Bii) the general risks of investment in, or the holding of assets in, any jurisdiction, including (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of: nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assetsassets (including any Disruption Event); breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.
10.13.2 The Security Agent shall not be excluded from liability under Clause 10.13.1 for any damages, costs, losses, diminution in value or liability (bas applicable) arising directly as a result of the Security Agent’s fraud, gross negligence or wilful default.
10.13.3 No Party (other than the Common Security Agent, that Receiver or that Delegate (as applicable)) may take any proceedings against any officer, employee or agent of the Common Security Agent, a Receiver or a Delegate in respect of any claim it might have against the Common Security Agent, a Receiver or a Delegate or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Debt Finance Document or any Transaction Security Property and any officer, employee or agent of the Common Security Agent, a Receiver or a Delegate may rely on this Clause subject to Clause 1.5 1.3 (Third party rights) and the provisions of the Third Parties Act.
(c) 10.13.4 Nothing in this Agreement shall oblige the Common Security Agent to carry out:
(ia) any “know your customer” or other checks in relation to any person; or
(iib) any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Primary Creditorother Secured Party, on behalf of any Primary Creditor other Secured Party and each Primary Creditor Secured Party confirms to the Common Security Agent and the other Finance Parties that it is solely responsible for any such checks it is required has made (and shall continue to carry out make) its own independent investigation, assessment and that it may satisfied its own know your customer requirements necessary in connection with its participation in this Agreement and has not rely relied exclusively on any statement in relation information provided to such checks made it by the Common Security AgentAgent or any other Finance Party.
(d) 10.13.5 Without prejudice to any provision of any Debt Finance Document excluding or limiting the liability of the Common Security Agent, any Receiver or Delegate, any liability of the Security Agent, any Receiver or Delegate or the POA Agent, any liability of the Common Security Agent, any Receiver or Delegate or the POA Agent arising under or in connection with any Debt Finance Document or the Transaction Security Property shall be limited to the amount of actual loss which has been finally judicially determined to have been suffered (as determined by reference to the date of default of the Common Security Agent, Receiver, Receiver or Delegate or POA Agent (as the case may be) or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Common Security Agent, Receiver, Receiver or Delegate or POA Agent (as the case may be) at any time which increase the amount of that loss. In no event shall the Common Security Agent, any Receiver or Delegate or the POA Agent be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Common Security Agent, Receiver, Receiver or Delegate or POA Agent (as the case may be) has been advised of the possibility of such loss or damages.
Appears in 1 contract
EXCLUSION OF LIABILITY. (a) Without limiting paragraph (bclause 26.11(b) below (and without prejudice to any other provision of any Debt Finance Document excluding or limiting the liability of the Common Security Agent, the Security Agent or any Receiver or Delegate), none of the Common Security Agent, the Security Agent nor any Receiver nor any or Delegate will be liable (including, without limitation, for negligence or any other category of liability whatsoever) for:
(i) any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Debt Finance Document or the Security Property Property, unless directly caused by its gross negligence or wilful misconduct;
(ii) exercising exercising, or not exercising exercising, any right, power, authority or discretion given to it by, or in connection with, any Debt Finance Document, the Security Property or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Debt Finance Document or the Security Property;
(iii) any shortfall which arises on the enforcement or realisation of the Security Property; or
(iv) without prejudice to the generality of paragraphs (iclause 26.11(a)(i) to (iii) aboveclause 26.11(a)(iii), any damages, costs, lossescosts or losses to any person, any diminution in value or any liability whatsoever arising as a result of:
(A) any act, event or circumstance not reasonably within its control; or
(B) the general risks of investment in, or the holding of assets in, any jurisdiction, including (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of: nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assetsassets (including any Disruption Event); breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.
(b) No Party (other than the Common Agent, the Security Agent, that Receiver or that Delegate (as applicable)) may take any proceedings against any officer, employee or agent of the Common Agent, the Security Agent, a Receiver or a Delegate Delegate, in respect of any claim it might have against the Common Agent, the Security Agent, a Receiver or a Delegate or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Debt Finance Document or any Security Property and any officer, employee or agent of the Common Agent, the Security Agent, a Receiver or a Delegate may rely on this Clause clause subject to Clause 1.5 clause 1.4 (Third party rightsParty Rights) and the provisions of the Third Parties Act.
(c) Neither the Agent nor the Security Agent will not be liable for any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by the Agent or the Security Agent (as applicable) if the Agent or Security Agent (as applicable) 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 or the Security Agent (as applicable) for that purpose.
(d) Nothing in this Agreement shall oblige the Common Agent, the Security Agent or the Arranger to carry out:
(i) any “"know your customer” " or other checks in relation to any person; or
(ii) any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Primary CreditorFinance Party, on behalf of any Primary Creditor Finance Party and each Primary Creditor Finance Party confirms to the Common Agent, the Security Agent and the Arranger that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Common Agent, the Security AgentAgent or the Arranger.
(de) Without prejudice to any provision of any Debt Finance Document excluding or limiting the liability of the Common Agent, the Security Agent, any Receiver or Delegate, any liability of the Agent, the Security Agent, any Receiver or Delegate or the POA Agent, any liability of the Common Security Agent, any Receiver or Delegate or the POA Agent arising under or in connection with any Debt Finance Document or the Security Property shall be limited to the amount of actual loss which has been finally judicially determined to have been suffered (as determined by reference to the date of default of the Common Agent, the Security Agent, Receiver, Receiver or Delegate or POA Agent (as the case may be) or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Common Agent, the Security Agent, Receiver, any Receiver or Delegate or POA Agent (as the case may be) at any time which increase the amount of that loss. In no event shall the Common Agent, the Security Agent, any Receiver or Delegate or the POA Agent be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Common Agent, the Security Agent, Receiver, the Receiver or Delegate or POA Agent (as the case may be) has been advised of the possibility of such loss or damages.
Appears in 1 contract
Sources: Sterling Term Facility Agreement (American Realty Capital Global Trust, Inc.)
EXCLUSION OF LIABILITY. (a) Without limiting paragraph clause (b) below (and without prejudice to or any other provision of any Debt Note Document excluding or limiting the liability of the Common Security Administrative Agent, any Receiver or Delegate), none of the Common Security Agent, any Receiver nor any Delegate Administrative Agent will not be liable for:
(i) any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Debt Note Document or the Security Property Collateral, unless directly caused by its gross negligence or wilful misconductwillful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction;
(ii) exercising exercising, or not exercising exercising, any right, power, authority or discretion given to it by, or in connection with, any Debt Note Document, the Security Property Collateral or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Debt Note Document or the Security PropertyCollateral other than by reason of its gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction;
(iii) any shortfall which arises on the enforcement or realisation realization of the Security PropertyCollateral so long as the Administrative Agent has otherwise acted in accordance with the terms of the Note Documents and applicable Law; or
(iv) without prejudice to the generality of paragraphs clause (i) to through and including clause (iii) above, any damages, costs, lossescosts or losses to any person, any diminution in value or any liability whatsoever (including, without limitation, for negligence or any other category of liability whatsoever but not including any claim based on the actual fraud of the Administrative Agent) arising as a result of:
(A) any act, event or circumstance not reasonably within its control; or
(B) the general risks of investment in, or the holding of assets in, any jurisdiction, including (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of: nationalisationof nationalization, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assets; breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.
(b) No Party (other than the Common Security Agent, that Receiver or that Delegate (as applicable)) Administrative Agent may take any proceedings against any officer, employee employee, delegate, receiver or agent of the Common Security Agent, a Receiver or a Delegate Administrative Agent in respect of any claim it might have against the Common Security Agent, a Receiver or a Delegate Administrative Agent or in respect of any act or omission of any kind by that officer, employee employee, delegate, receiver or agent in relation to any Debt Note Document or any Security Property Collateral and any officer, employee employee, delegate, receiver or agent of the Common Security Agent, a Receiver or a Delegate Administrative Agent may rely on this Clause subject to Clause 1.5 (Third party rights) and the provisions of the Third Parties ActSection 12.10.
(c) The Administrative Agent will not be liable for any delay (or any related consequences) in crediting an account with an amount required under the Note Documents to be paid by the Administrative Agent if the Administrative Agent has taken all necessary steps as soon as reasonably practicable to comply with the regulations or operating procedures of any recognized clearing or settlement system used by the Administrative Agent for that purpose.
(d) Nothing in this Agreement Note shall oblige the Common Security Administrative Agent to carry out:
(i) any “know your customer” or other checks in relation to any person; or
(ii) any check on the extent to which any transaction contemplated by this Agreement Note might be unlawful for any Primary CreditorNoteholder, on behalf of any Primary Creditor Noteholder and each Primary Creditor Noteholder confirms to the Common Security Administrative Agent that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Common Security Administrative Agent.
(de) Without prejudice to any provision of any Debt Note Document excluding or limiting the liability of the Common Security Administrative Agent, any Receiver or Delegate or the POA Agent’s liability, any liability of the Common Security Agent, any Receiver or Delegate or the POA Administrative Agent arising under or in connection with any Debt Note Document or the Security Property Collateral shall be limited to the amount of actual loss which has been finally judicially determined to have been suffered (as determined by reference to the date of default of the Common Security Agent, Receiver, Delegate or POA Administrative Agent (as the case may be) or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Common Security Agent, Receiver, Delegate or POA Administrative Agent (as the case may be) at any time which increase the amount of that loss. In no event shall the Common Security Agent, any Receiver or Delegate or the POA Administrative Agent be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Common Security Agent, Receiver, Delegate or POA Administrative Agent (as the case may be) has been advised of the possibility of such loss or damages.
(f) The Administrative Agent shall not be under any obligation to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Note or any other Note Document, or to inspect the properties, books or records of any Obligor or any other Person.
(g) The Administrative Agent shall not be responsible in any manner for any recitals, statements, representations or warranties contained in this Note or any other Note Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Note or any other Note Document or for the creation, perfection or priority of any Lien or security interest created or purported to be created hereunder or under any other Note Document.
(h) The rights, privileges, protections, immunities and benefits given to the Administrative Agent, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable: (i) by the Administrative Agent in each Note Document and any other document related hereto or thereto to which it is a party and (ii) the entity serving as the Administrative Agent in each of its capacities hereunder and in each of its capacities under any Note Document whether or not specifically set forth therein and each agent, custodian and other Person employed to act hereunder and under any Note Document or related document, as the case may be.
Appears in 1 contract
EXCLUSION OF LIABILITY. (a) Without limiting paragraph (b) below (and without prejudice to any other provision of any Debt Finance Document excluding or limiting the liability of the Common Security Agent, Agent or any Receiver or DelegateAncillary Lender), none of the Common Security Agent, any Receiver Agent nor any Delegate Ancillary Lender will be liable (including, without limitation, for negligence or any other category of liability whatsoever) for:
(i) any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Debt Finance Document or the Security Property Transaction Security, unless directly caused by its gross negligence or wilful misconduct;
(ii) exercising exercising, or not exercising exercising, any right, power, authority or discretion given to it by, or in connection with, any Debt Finance Document, the Transaction Security Property or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Debt Finance Document or the Security Property;
(iii) any shortfall which arises on the enforcement or realisation of the Security PropertyTransaction Security; or
(iviii) without prejudice to the generality of paragraphs (i) to and (iiiii) above, any damages, costs, lossescosts or losses to any person, any diminution in value or any liability whatsoever arising as a result of:
(A) any act, event or circumstance not reasonably within its control; or
(B) the general risks of investment in, or the holding of assets in, any jurisdiction, including (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of: nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assetsassets (including any Disruption Event); breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.
(b) No Party (other than the Common Security Agent, that Receiver Agent or that Delegate (any Ancillary Lender as applicable)) may take any proceedings against any officer, employee or agent of the Common Security Agent, a Receiver Agent or a Delegate any Ancillary Lender in respect of any claim it might have against the Common Security Agent, a Receiver Agent or a Delegate any Ancillary Lender or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Debt Finance Document or any Security Property and any officer, employee or agent of the Common Security Agent, a Receiver Agent or a Delegate any Ancillary Lender may rely on this Clause subject to Clause 1.5 (Third party rights) and the provisions of the Third Parties ActClause.
(c) The Agent will not be liable for any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by the Agent if 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) Nothing in this Agreement shall oblige the Common Security Agent or the Arranger to carry out:
(i) any “"know your customer” " or other checks in relation to any person; or
(ii) any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Primary CreditorLender, on behalf of any Primary Creditor Lender and each Primary Creditor Lender confirms to the Common Security Agent and the Arranger that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Common Security AgentAgent or the Arranger.
(de) Without prejudice to any provision of any Debt Finance Document excluding or limiting the liability of the Common Security Agent, any Receiver or Delegate or the POA Agent's liability, any liability of the Common Security Agent, any Receiver or Delegate or the POA Agent arising under or in connection with any Debt Finance Document or the Transaction Security Property shall be limited to the amount of actual loss which has been finally judicially determined to have been suffered (as determined by reference to the date of default of the Common Security Agent, Receiver, Delegate or POA Agent (as the case may be) or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Common Security Agent, Receiver, Delegate or POA Agent (as the case may be) at any time which increase the amount of that loss. In no event shall the Common Security Agent, any Receiver or Delegate or the POA Agent be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Common Security Agent, Receiver, Delegate or POA Agent (as the case may be) has been advised of the possibility of such loss or damages.
Appears in 1 contract
Sources: Senior Facilities Agreement (Alliance Data Systems Corp)
EXCLUSION OF LIABILITY. (a) Without limiting paragraph (b) below (and without prejudice to any other provision of any Debt Finance Document excluding or limiting the liability of the Common Security Agent, the Security Agent or any Receiver or Delegate), none of the Common Security Agent, the Security Agent nor any Receiver nor any or Delegate will be liable (including for negligence or any other category of liability whatsoever) for:
(i) any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Debt Finance Document or the Security Property Property, unless directly caused by its gross negligence or wilful misconduct;
(ii) exercising exercising, or not exercising exercising, any right, power, authority or discretion given to it by, or in connection with, any Debt Finance Document, the Security Property or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Debt Finance Document or the Security Property;
(iii) any shortfall which arises on the enforcement or realisation of the Security Property; or
(iv) without prejudice to the generality of paragraphs (i) to (iii) above, any damages, costs, lossescosts or losses to any person, any diminution in value or any liability whatsoever arising as a result of:
(A) any act, event or circumstance not reasonably within its control; or
(B) the general risks of investment in, or the holding of assets in, any jurisdiction, including (in each case and without limitationcase) such damages, costs, losses, diminution in value or liability arising as a result of: nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assetsassets (including any Disruption Event); breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.
(b) No Party (other than the Common Agent, the Security Agent, that Receiver or that Delegate (as applicable)) may take any proceedings against any officer, employee or agent of the Common Agent, the Security Agent, a Receiver or a Delegate (as applicable), in respect of any claim it might have against the Common Agent, the Security Agent, a Receiver or a Delegate (as applicable) or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Debt Finance Document or any Security Property and any officer, employee or agent of the Common Agent, the Security Agent, a Receiver or a Delegate (as applicable) may rely on this Clause paragraph (b) subject to Clause 1.5 1.4 (Third party rights) and the provisions of the Third Parties ActLegislation.
(c) Neither the Agent nor the Security Agent will be liable for any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by the Agent or the Security Agent (as applicable) if the Agent or the Security Agent (as applicable) 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 or the Security Agent (as applicable) for that purpose.
(d) Nothing in this Agreement shall oblige the Common Security Agent any Administrative Party to carry outconduct:
(i) any “"know your customer” " or other checks procedures in relation to any person; or
(ii) any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Primary CreditorFinance Party or for any Affiliate of a Finance Party, on behalf of any Primary Creditor Finance Party and each Primary Creditor Finance Party confirms to the Common Security Agent each Administrative Party that it is solely responsible for any such procedures or checks it is required to carry out conduct and that it may not rely on any statement in relation to such procedures or checks made by the Common Security Agentany Administrative Party.
(de) Without prejudice to any provision of any Debt Finance Document excluding or limiting the liability of the Common Agent, the Security Agent, any Receiver or Delegate, any liability of the Agent, the Security Agent, any Receiver or Delegate or the POA Agent, any liability of the Common Security Agent, any Receiver or Delegate or the POA Agent arising under or in connection with any Debt Finance Document or the Security Property shall be limited to the amount of actual loss which has been finally judicially determined to have been suffered (as determined by reference to the date of default of the Common Agent, the Security Agent, Receiver, Receiver or Delegate or POA Agent (as the case may be) or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Common Agent, the Security Agent, Receiver, any Receiver or Delegate or POA Agent (as the case may be) at any time which increase the amount of that loss. In no event shall the Common Agent, the Security Agent, any Receiver or Delegate or the POA Agent be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Common Agent, the Security Agent, Receiver, the Receiver or Delegate or POA Agent (as the case may be) has been advised of the possibility of such loss or damages.
Appears in 1 contract
Sources: Facility Agreement (Advanced Technology (Cayman) LTD)
EXCLUSION OF LIABILITY. (a) Without limiting paragraph (b) below (and without prejudice to any other provision of any Debt Finance Document excluding or limiting the liability of the Common Security Agent, Agent or any Receiver or Delegate), none of the Common Security Agent, Agent nor any Receiver nor any or Delegate will be liable (including, without limitation, for negligence or any other category of liability whatsoever) for:
(i) any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Debt Transaction Document or the Security Property Property, unless directly caused by its gross negligence or wilful misconduct;
(ii) exercising exercising, or not exercising exercising, any right, power, authority or discretion given to it by, or in connection with, any Debt Transaction Document, the Security Property or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Debt Transaction Document or the Security Property;; or
(iii) any shortfall which arises on the enforcement or realisation of the Security Property; or
(iv) without prejudice to the generality of paragraphs (i) to (iii) above, any damages, costs, lossescosts or losses to any person, any diminution in value or any liability whatsoever arising as a result of:
(A) any act, event or circumstance not reasonably within its control; or
(B) the general risks of investment in, or the holding of assets in, any jurisdiction, including (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of: of nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assetsassets (including any Disruption Event); breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.
(b) No Party (other than the Common Security Agent, that Receiver or that Delegate (as applicable)) may take any proceedings against any officer, employee or agent of the Common Security Agent, a Receiver or a Delegate in respect of any claim it might have against the Common Security Agent, a Receiver or a Delegate or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Debt Transaction Document or any Security Property and any officer, employee or agent of the Common Security Agent, a Receiver or a Delegate may rely on this Clause paragraph (b) subject to Clause 1.5 (Third party rights) and the provisions of the Third Parties Act.
(c) The Security Agent will not be liable for any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by the Security Agent if the Security 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 Security Agent for that purpose.
(d) Nothing in this Agreement shall oblige the Common Security Agent to carry out:
(i) any “"know your customer” " or other checks in relation to any person; or
(ii) any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Primary CreditorFinance Party, on behalf of any Primary Creditor Finance Party and each Primary Creditor Finance Party confirms to the Common Security Agent that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Common Security Agent.
(de) Without prejudice to any provision of any Debt Finance Document excluding or limiting the liability of the Common Security AgentAgent or any Receiver or Delegate, any liability (including, without limitation, for negligence or any other category of liability whatsoever) of the Security Agent or any Receiver or Delegate or the POA Agent, any liability of the Common Security Agent, any Receiver or Delegate or the POA Agent arising under or in connection with any Debt Transaction Document or the Security Property shall be limited to the amount of actual loss which has been finally judicially determined to have been suffered (as determined by reference to the date of default of the Common Security Agent, Receiver, Receiver or Delegate or POA Agent (as the case may be) or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Common Security Agent, Receiver, any Receiver or Delegate or POA Agent (as the case may be) at any time which increase the amount of that loss. In no event shall the Common Security Agent, any Receiver or Delegate or the POA Agent be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Common Security Agent, Receiver, the Receiver or Delegate or POA Agent (as the case may be) has been advised of the possibility of such loss or damages.
Appears in 1 contract
EXCLUSION OF LIABILITY. (a) Without limiting paragraph (b) below (and without prejudice to any other provision of any Debt Finance Document excluding or limiting the liability of the Common Security Agent, the Security Agent or any Receiver or Delegate), none of the Common Security Agent, the Security Agent nor any Receiver nor any or Delegate will be liable (including for negligence or any other category of liability whatsoever) for:
(i) any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Debt Finance Document or the Security Property Property, unless directly caused by its gross negligence or wilful misconduct;
(ii) exercising exercising, or not exercising exercising, any right, power, authority or discretion given to it by, or in connection with, any Debt Finance Document, the Security Property or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Debt Finance Document or the Security Property;
(iii) any shortfall which arises on the enforcement or realisation of the Security Property; or
(iv) without prejudice to the generality of paragraphs (i) to (iii) above, any damages, costs, lossescosts or losses to any person, any diminution in value or any liability whatsoever arising as a result of:
(A) any act, event or circumstance not reasonably within its control; or
(B) the general risks of investment in, or the holding of assets in, any jurisdiction, including (in each case and without limitationcase) such damages, costs, losses, diminution in value or liability arising as a result of: nationalisation, expropriation or other governmental actions; any regulation, currency restriction, 49173559_13 devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assetsassets (including any Disruption Event); breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.
(b) No Party (other than the Common Agent, the Security Agent, that Receiver or that Delegate (as applicable)) may take any proceedings against any officer, employee or agent of the Common Agent, the Security Agent, a Receiver or a Delegate (as applicable), in respect of any claim it might have against the Common Agent, the Security Agent, a Receiver or a Delegate (as applicable) or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Debt Finance Document or any Security Property and any officer, employee or agent of the Common Agent, the Security Agent, a Receiver or a Delegate (as applicable) may rely on this Clause subject to Clause 1.5 paragraph (Third party rights) and the provisions of the Third Parties Actb).
(c) Neither the Agent nor the Security Agent will be liable for any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by the Agent or the Security Agent (as applicable) if the Agent or the Security Agent (as applicable) 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 or the Security Agent (as applicable) for that purpose.
(d) Nothing in this Agreement shall oblige the Common Security Agent any Administrative Party to carry outconduct:
(i) any “"know your customer” " or other checks procedures in relation to any person; or
(ii) any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Primary CreditorFinance Party or for any Affiliate of a Finance Party, on behalf of any Primary Creditor Finance Party and each Primary Creditor Finance Party confirms to the Common Security Agent each Administrative Party that it is solely responsible for any such procedures or checks it is required to carry out conduct and that it may not rely on any statement in relation to such procedures or checks made by the Common Security Agentany Administrative Party.
(de) Without prejudice to any provision of any Debt Finance Document excluding or limiting the liability of the Common Agent, the Security Agent, any Receiver or Delegate, any liability of the Agent, the Security Agent, any Receiver or Delegate or the POA Agent, any liability of the Common Security Agent, any Receiver or Delegate or the POA Agent arising under or in connection with any Debt Finance Document or the Security Property shall be limited to the amount of actual loss which has been finally judicially determined to have been suffered (as determined by reference to the date of default of the Common Agent, the Security Agent, Receiver, Receiver or Delegate or POA Agent (as the case may be) or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Common Agent, the Security Agent, Receiver, any Receiver or Delegate or POA Agent (as the case may be) at any time which increase the amount of that loss. In no event shall the Common Agent, the Security 49173559_13 Agent, any Receiver or Delegate or the POA Agent be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Common Agent, the Security Agent, Receiver, the Receiver or Delegate or POA Agent (as the case may be) has been advised of the possibility of such loss or damages. The provisions of this Clause shall survive the termination or expiry of this Agreement or the resignation or removal of the Agent or the Security Agent.
Appears in 1 contract
EXCLUSION OF LIABILITY. (a) Without limiting paragraph (b) below (and without prejudice to any other provision of any Debt Finance Document excluding or limiting the liability of the Common Security Agent, any Administrative Party or any Receiver or Delegate), none of the Common Security Agentno Administrative Party, any Receiver nor any or Delegate will be liable (whether in contract, tort or otherwise) for:
(i) any damagescost, costs loss or losses to liability whatsoever any person, person incurs or any diminution in value, or any liability whatsoever value arising as a result of the Administrative Party, Receiver or Delegate taking or not taking any action under or in connection with any Debt Document or the Security Property Finance Document, unless directly caused by its gross negligence negligence, wilful misconduct or wilful misconductfraud;
(ii) exercising exercising, or not exercising exercising, any right, power, authority or discretion given to it by, or in connection with, any Debt Document, the Security Property Finance Document or any other agreement, arrangement or document entered intointo or made under or in connection with, made or executed in anticipation of, under any Finance Document, other than by reason of its gross negligence, wilful misconduct or in connection with, any Debt Document or the Security Propertyfraud;
(iii) any shortfall which arises on the enforcement or realisation of the Security PropertyDocuments; oror
(iv) without prejudice to the generality of paragraphs (i), (ii) to and (iii) above, any damagescost, costs, losses, loss or liability whatsoever any person incurs or any diminution in value (whether caused by the Administrative Party’s, Receiver’s or Delegate’s negligence, gross negligence or any other category of liability whatsoever whatsoever, but not including any claim based on fraud of the Administrative Party, Receiver or Delegate) arising as a result of:
(A) any act, event or circumstance not reasonably within its control; or
(B) the general risks of investment in, or the holding of assets in, any jurisdiction, including (in each case and without limitation) any such damagescost, costsloss, losses, liability or diminution in value or liability arising as a result of: :
(1) nationalisation, expropriation or other governmental actions; action;
(2) any regulation, currency restriction, devaluation or fluctuation; ;
(3) market conditions affecting the execution or settlement of transactions or the value of assets; assets (including any Disruption Event);
(4) breakdown, failure or malfunction of any third party transport, telecommunications, computer services or other systems; ;
(5) any natural disasters disaster or acts act of God; ;
(6) war, terrorism, insurrection or revolution; or strikes or
(7) any strike or industrial action.
(b) No Party (other than the Common Security Agentrelevant Administrative Party, that Receiver or that Delegate (as applicable)Delegate) may take any proceedings against any officer, employee or agent of the Common Security Agentan Administrative Party, a Receiver or a Delegate in respect of any claim it might have against the Common Security Agentthat Administrative Party, a Receiver or a Delegate or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Debt Document Finance Document.
(c) Any Receiver or any Security Property and Delegate or any officer, employee or agent of the Common Security Agentan Administrative Party, a Receiver or a Delegate may rely enforce and enjoy the benefit of any Clause which expressly confers rights on this Clause it, subject to paragraph (b) of Clause 1.5 1.3 (Third party rightsParty Rights) and the provisions of the Third Parties Act.
(cd) No Agent, Receiver or Delegate will be liable for any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by that Agent, Receiver or Delegate if it 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 it for that purpose.
(i) Nothing in this Agreement shall oblige the Common Security Agent to carry outobliges any Administrative Party to:
(iA) perform any “know your customer” checks or other similar checks in relation to the identity of any person; or
(iiB) any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Primary CreditorFinance Party, on behalf of any Primary Creditor and each Primary Creditor Finance Party.
(ii) Each Finance Party confirms to the Common Security Agent each Administrative Party that it is solely responsible for any such “know your customer” checks or other similar checks it is required to carry out and that it may not rely on any statement in relation to such those checks made by the Common Security Agentany Administrative Party.
(df) Without prejudice to any other provision of any Debt Finance Document excluding or limiting the liability of the Common Security Agentany Administrative Party, any Receiver or Delegate or the POA AgentDelegate, any liability of the Common Security Agentan Administrative Party, any a Receiver or a Delegate or the POA Agent arising under or in connection with any Debt Finance Document or the Security Property shall be is limited to the amount of actual loss which has been finally judicially determined to have been suffered (as determined by reference to the date of default of the Common Security Agentthat Administrative Party’s, Receiver, Delegate ’s or POA Agent (as the case may be) Delegate’s default or, if later, the date on which the loss arises as a result of such the default) but without reference to any special conditions or circumstances known to the Common Security Agentthat Administrative Party, Receiver, Receiver or Delegate or POA Agent (as the case may be) at any time which increase the amount of that loss. In no event shall the Common Security Agentwill an Administrative Party, any a Receiver or a Delegate or the POA Agent be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Common Security Agentthat Administrative Party, Receiver, Receiver or Delegate or POA Agent (as the case may be) has been was advised of the possibility of such loss or damages.
Appears in 1 contract
Sources: Facility Agreement (IHS Holding LTD)
EXCLUSION OF LIABILITY. (a) 28.12.1 Without limiting paragraph (b) below Clause 28.12.2 (and without prejudice to any other provision of any Debt Finance Document excluding or limiting the liability of the Common Security Intercreditor Agent, any Receiver or Delegate), none of the Common Security Intercreditor Agent, any Receiver nor any Delegate will be liable for:
(ia) any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Debt Finance Document or the Transaction Security Property unless directly caused by its gross negligence or wilful misconduct;
(iib) exercising or not exercising any right, power, authority or discretion given to it by, or in connection with, any Debt Finance Document, the Transaction Security Property or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Debt Finance Document or the Security PropertyTransaction Security, other than by reason of its gross negligence or wilful misconduct;
(iiic) any shortfall which arises on the enforcement or realisation of the Security PropertyTransaction Security; or
(ivd) without prejudice to the generality of paragraphs (iClauses 28.12.1(a) to (iii) aboveClause 28.12.1(c), any damages, costs, losses, any diminution in value or any liability whatsoever (but not including any claim based on the fraud of the Intercreditor Agent) arising as a result of:
(Ai) any act, event or circumstance not reasonably within its control; or
(Bii) the general risks of investment in, or the holding of assets in, any jurisdiction, including (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of: nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assets; breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.
(b) No Party (other than the Common Security Agent, that Receiver or that Delegate (as applicable)) may take any proceedings against any officer, employee or agent of the Common Security Agent, a Receiver or a Delegate in respect of any claim it might have against the Common Security Agent, a Receiver or a Delegate or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Debt Document or any Security Property and any officer, employee or agent of the Common Security Agent, a Receiver or a Delegate may rely on this Clause subject to Clause 1.5 (Third party rights) and the provisions of the Third Parties Act.
(c) Nothing in this Agreement shall oblige the Common Security Agent to carry out:
(i) any “know your customer” or other checks in relation to any person; or
(ii) any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Primary Creditor, on behalf of any Primary Creditor and each Primary Creditor confirms to the Common Security Agent that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Common Security Agent.
(d) Without prejudice to any provision of any Debt Document excluding or limiting the liability of the Common Security Agent, any Receiver or Delegate or the POA Agent, any liability of the Common Security Agent, any Receiver or Delegate or the POA Agent arising under or in connection with any Debt Document or the Security Property shall be limited to the amount of actual loss which has been finally judicially determined to have been suffered (as determined by reference to the date of default of the Common Security Agent, Receiver, Delegate or POA Agent (as the case may be) or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Common Security Agent, Receiver, Delegate or POA Agent (as the case may be) at any time which increase the amount of that loss. In no event shall the Common Security Agent, any Receiver or Delegate or the POA Agent be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Common Security Agent, Receiver, Delegate or POA Agent (as the case may be) has been advised of the possibility of such loss or damages.
Appears in 1 contract
Sources: First Amendment and Restatement Agreement (Powerfleet, Inc.)
EXCLUSION OF LIABILITY. (a) Without limiting paragraph (b) b) below (and without prejudice to any other provision of any Debt Finance Document excluding or limiting the liability of the Common Security Agent, any Receiver or Delegate), none of the Common Security Agent, any Receiver nor any Delegate Agent will not be liable for:
(i) any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Debt Finance Document or the Transaction Security Property unless directly caused by its gross negligence or wilful misconduct;
(ii) exercising or not exercising any right, power, authority or discretion given to it by, or in connection with, any Debt Finance Document, the Transaction Security Property or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Debt Finance Document or the Security PropertyTransaction Security;
(iii) any shortfall which arises on the enforcement or realisation of the Transaction Security Propertyor the Guarantees; or
(iv) without prejudice to the generality of paragraphs (i) i) to (iii) iii) above, any damages, costs, losses, any diminution in value or any liability whatsoever arising as a result of:
(A) any act, event or circumstance not reasonably within its control; or
(B) the general risks of investment in, or the holding of assets in, any jurisdiction, including (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of: nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assets; breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.
(b) No Party (other than the Common Security Agent, that Receiver or that Delegate (as applicable)) may take any proceedings against any officer, employee or agent of the Common Security Agent, a Receiver or a Delegate Agent in respect of any claim it might have against the Common Security Agent, a Receiver or a Delegate Agent or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Debt Finance Document or any Transaction Security Property and any officer, employee or agent of the Common Security Agent, a Receiver or a Delegate Agent may rely on this Clause subject to Clause 1.5 (Third party rightsParty Rights) and the provisions of the Third Parties Act.
(c) Nothing in this Agreement shall oblige the Common Security Agent to carry out:
(i) any “know your customer” or other checks in relation to any person; or
(ii) any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Primary CreditorFinance Party, on behalf of any Primary Creditor Finance Party and each Primary Creditor Finance Party confirms to the Common Security Agent that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Common Security Agent.
(d) Without prejudice to any provision of any Debt Document excluding or limiting the liability of the Common Security Agent, any Receiver or Delegate or the POA Agent, any liability of the Common Security Agent, any Receiver or Delegate or the POA Agent arising under or in connection with any Debt Document or the Security Property shall be limited to the amount of actual loss which has been finally judicially determined to have been suffered (as determined by reference to the date of default of the Common Security Agent, Receiver, Delegate or POA Agent (as the case may be) or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Common Security Agent, Receiver, Delegate or POA Agent (as the case may be) at any time which increase the amount of that loss. In no event shall the Common Security Agent, any Receiver or Delegate or the POA Agent be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Common Security Agent, Receiver, Delegate or POA Agent (as the case may be) has been advised of the possibility of such loss or damages.
Appears in 1 contract
Sources: Amendment and Restatement Agreement (Atlas Investissement)
EXCLUSION OF LIABILITY. (a) Without limiting paragraph (b) below (and without prejudice to any other provision of any Debt Finance Document excluding or limiting the liability of the Common Security Agent, any Receiver or Delegate), none of the Common Security AgentAgent will not be liable (including, any Receiver without limitation, for negligence nor any Delegate will be liable other category of liability whatsoever) for:
(i) any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Debt Document or the Security Property Finance Document, unless directly caused by its gross negligence or wilful misconduct;
(ii) exercising exercising, or not exercising exercising, any right, power, authority or discretion given to it by, or in connection with, any Debt Document, the Security Property Finance Document or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Debt Document or the Security Property;
(iii) any shortfall which arises on the enforcement or realisation of the Security PropertyFinance Document; or
(iviii) without prejudice to the generality of paragraphs subparagraphs (i) to and (iiiii) above, any damages, costs, lossescosts or losses to any person, any diminution in value or any liability whatsoever arising as a result of:
(A) any act, event or circumstance not reasonably within its control; or
(B) the general risks of investment in, or the holding of assets in, any jurisdiction, including (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of: nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assetsassets (including any Disruption Event); breakdown, failure or malfunction of any third third-party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.
(b) No Party (other than the Common Security Agent, that Receiver or that Delegate (as applicable)) may take any proceedings against any officer, employee or agent of the Common Security Agent, a Receiver or a Delegate Agent in respect of any claim it might have against the Common Security Agent, a Receiver or a Delegate Agent or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Debt Finance Document or any Security Property and any officer, employee or agent of the Common Security Agent, a Receiver or a Delegate Agent may rely on this Clause 28.10 subject to Clause 1.5 1.7 (Third party rightsThird-Party Rights) and the provisions of the Third Parties Act.
(c) The Agent will not be liable for any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by the Agent if 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) Nothing in this Agreement shall oblige the Common Security Agent or the Arrangers to carry out:
(i) any “know your customer” or other checks in relation to any person; oror
(ii) any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Primary CreditorLender or for any Affiliate of any Lender, on behalf of any Primary Creditor Lender and each Primary Creditor Lender confirms to the Common Security Agent and the Arrangers that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Common Security AgentAgent or the Arranger.
(de) Without prejudice to any provision of any Debt Finance Document excluding or limiting the liability of the Common Security Agent, any Receiver or Delegate or the POA Agent’s liability, any liability of the Common Security Agent, any Receiver or Delegate or the POA Agent arising under or in connection with any Debt Finance Document or the Security Property shall be limited to the amount of actual loss which has been finally judicially determined to have been suffered (as determined by reference to the date of default of the Common Security Agent, Receiver, Delegate or POA Agent (as the case may be) or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Common Security Agent, Receiver, Delegate or POA Agent (as the case may be) at any time which increase the amount of that loss. In no event shall the Common Security Agent, any Receiver or Delegate or the POA Agent be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Common Security Agent, Receiver, Delegate or POA Agent (as the case may be) has been advised of the possibility of such loss or damages.
Appears in 1 contract
Sources: Unsecured NGN Term Facility Agreement (IHS Holding LTD)
EXCLUSION OF LIABILITY. (a) Without limiting paragraph (bclause 15.8(b) below (and without prejudice to any other provision of any Debt Finance Document excluding or limiting the liability of the Common Security Facility Agent, any Receiver or Delegate), none of ) the Common Security Agent, any Receiver nor any Delegate Facility Agent will not be liable (including, without limitation, for negligence or any other category of liability whatsoever) for:
(i) any damages, costs or losses to any person, any diminution in value, value or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Debt Finance Document or the Security Property unless directly caused by its gross negligence or wilful misconduct;
(ii) exercising exercising, or not exercising exercising, any right, power, authority or discretion given to it by, or in connection with, any Debt Document, the Security Property Finance Document or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Debt Document or the Security Property;
(iii) any shortfall which arises on the enforcement or realisation of the Security PropertyFinance Document; or
(iviii) without prejudice to the generality of paragraphs (iclauses 15.8(a)(i) to (iii) aboveand 15.8(a)(ii), any damages, costs, lossescosts or losses to any person, any diminution in value or any liability whatsoever arising as a result of:
(A) any act, event or circumstance not reasonably within its control; or
(B) the general risks of investment in, or the holding of assets in, any jurisdiction, including (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of: nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assetsassets (including any Disruption Event); breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.
(b) No Party (other than the Common Security Facility Agent, that Receiver or that Delegate (as applicable)) may take any proceedings against any officer, employee or agent of the Common Security Agent, a Receiver or a Delegate Facility Agent in respect of any claim it might have against the Common Security Agent, a Receiver or a Delegate Facility Agent or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Debt Finance Document or any Security Property and any officer, employee or agent of the Common Security Agent, a Receiver or a Delegate Facility Agent may rely on this Clause clause subject to Clause 1.5 (Third party rights) clause 30 and the provisions of the Third Parties ActAct (as therein defined).
(c) The Facility Agent will not be liable for any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by the Facility Agent if the Facility 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 Facility Agent for that purpose.
(d) Nothing in this Agreement shall oblige the Common Security Facility Agent to carry out:
(i) any “"know your customer” " or other checks in relation to any person; or
(ii) any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Primary CreditorLender, on behalf of any Primary Creditor Finance Party and each Primary Creditor Finance Party confirms to the Common Security Facility Agent that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Common Security Facility Agent.
(de) Without prejudice to any provision of any Debt Finance Document excluding or limiting the liability of the Common Security Agent, any Receiver or Delegate or the POA Facility Agent, any liability of the Common Security Agent, any Receiver or Delegate or the POA Facility Agent arising under or in connection with any Debt Finance Document or the Security Property shall be limited to the amount of actual loss which has been finally judicially determined to have been suffered (as determined by reference to the date of default of the Common Security Agent, Receiver, Delegate or POA Facility Agent (as the case may be) or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Common Security Agent, Receiver, Delegate or POA Facility Agent (as the case may be) at any time which increase the amount of that loss. In no event shall the Common Security Agent, any Receiver or Delegate or the POA Facility Agent be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Common Security Agent, Receiver, Delegate or POA Facility Agent (as the case may be) has been advised of the possibility of such loss or damages.
Appears in 1 contract
Sources: Facility Agreement
EXCLUSION OF LIABILITY. (a) Without limiting paragraph (b) below (and without prejudice to any other provision of any Debt Finance Document excluding or limiting the liability of the Common Security Agent, any Receiver or Delegate), none of the Common Security AgentAgent will not be liable (including, any Receiver without limitation, for negligence nor any Delegate will be liable other category of liability whatsoever) for:
(i) any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Debt Document or the Security Property Finance Document, unless directly caused by its gross negligence or wilful misconduct;
(ii) exercising exercising, or not exercising exercising, any right, power, authority or discretion given to it by, or in connection with, any Debt Document, the Security Property Finance Document or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Debt Document or the Security Property;
(iii) any shortfall which arises on the enforcement or realisation of the Security PropertyFinance Document; or
(iviii) without prejudice to the generality of paragraphs subparagraphs (i) to and (iiiii) above, any damages, costs, lossescosts or losses to any person, any diminution in value or any liability whatsoever arising as a result of:
(A) any act, event or circumstance not reasonably within its control; or
(B) the general risks of investment in, or the holding of assets in, any jurisdiction, including (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of: nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assetsassets (including any Disruption Event); breakdown, failure or malfunction of any third third-party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.
(b) No Party (other than the Common Security Agent, that Receiver or that Delegate (as applicable)) may take any proceedings against any officer, employee or agent of the Common Security Agent, a Receiver or a Delegate Agent in respect of any claim it might have against the Common Security Agent, a Receiver or a Delegate Agent or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Debt Finance Document or any Security Property and any officer, employee or agent of the Common Security Agent, a Receiver or a Delegate Agent may rely on this Clause 28.10 subject to Clause 1.5 1.7 (Third party rightsThird-Party Rights) and the provisions of the Third Parties Act.
(c) The Agent will not be liable for any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by the Agent if 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) Nothing in this Agreement shall oblige the Common Security Agent or the Arrangers to carry out:
(i) any “know your customer” or other checks in relation to any person; oror
(ii) any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Primary CreditorLender or for any Affiliate of any Lender, on behalf of any Primary Creditor Lender and each Primary Creditor Lender confirms to the Common Security Agent and the Arrangers that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Common Security AgentAgent or the Arranger.
(de) Without prejudice to any provision of any Debt Finance Document excluding or limiting the liability of the Common Security Agent, any Receiver or Delegate or the POA Agent’s liability, any liability of the Common Security Agent, any Receiver or Delegate or the POA Agent arising under or in connection with any Debt Finance Document or the Security Property shall be limited to the amount of actual loss which has been finally judicially determined to have been suffered (as determined by reference to the date of default of the Common Security Agent, Receiver, Delegate or POA Agent (as the case may be) or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Common Security Agent, Receiver, Delegate or POA Agent (as the case may be) at any time which increase the amount of that loss. In no event shall the Common Security Agent, any Receiver or Delegate or the POA Agent be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Common Security Agent, Receiver, Delegate or POA Agent (as the case may be) has been advised of the possibility of such loss or damages.
Appears in 1 contract
Sources: Unsecured NGN Revolving Credit Facility Agreement (IHS Holding LTD)
EXCLUSION OF LIABILITY. (a) Without limiting paragraph (b) below (and without prejudice to any other provision of any Debt Document the Finance Documents excluding or limiting the liability of the Common Security Administrative Agent, any Receiver or Delegate), none of ) the Common Security Agent, any Receiver nor any Delegate Administrative Agent will not be liable (including, without limitation, for negligence or any other category of liability whatsoever) for:
(i) any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Debt Finance Document or the Security Property Collateral, unless directly caused by its gross negligence or wilful willful misconduct;
(ii) exercising exercising, or not exercising exercising, any right, power, authority or discretion given to it by, or in connection with, any Debt Finance Document, the Security Property Collateral or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Debt Finance Document or the Security Property;
(iii) any shortfall which arises on the enforcement or realisation of the Security PropertyCollateral; or
(iviii) without prejudice to the generality of paragraphs (i) to and (iiiii) above, any damages, costs, lossescosts or losses to any person, any diminution in value or any liability whatsoever arising as a result of:
of (A) any act, event or circumstance not reasonably within its control; or
or (B) the general risks of investment in, or the holding of assets in, any jurisdiction, including (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of: nationalisationnationalization, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assetsassets (including any Payment Disruption Event); breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.
(b) No Party (other than the Common Security Administrative Agent, that Receiver or that Delegate (as applicable)) may take any proceedings against any officer, employee or agent of the Common Security Agent, a Receiver or a Delegate Administrative Agent in respect of any claim it might have against the Common Security Agent, a Receiver or a Delegate Administrative Agent or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Debt Document or any Security Property and any officer, employee or agent of the Common Security Agent, a Receiver or a Delegate may rely on this Clause subject to Clause 1.5 (Third party rights) and the provisions of the Third Parties ActFinance Document.
(c) The Administrative Agent will not be liable for any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by the Administrative Agent if the Administrative Agent has taken all necessary steps as soon as reasonably practicable to comply with the regulations or operating procedures of any recognized clearing or settlement system used by the Administrative Agent for that purpose.
(d) Nothing in this Agreement shall oblige the Common Security Administrative Agent or any Mandated Lead Arranger to carry out:
(i) any “"know your customer” " or other checks in relation to any person; or
(ii) any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Primary CreditorLender, on behalf of any Primary Creditor Lender or any Swap Bank and each Primary Creditor Lender and each Swap Bank confirms to the Common Security Administrative Agent and each Mandated Lead Arranger that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Common Security AgentAdministrative Agent or any Mandated Lead Arranger.
(de) Without prejudice to any provision of any Debt Finance Document excluding or limiting the liability of the Common Security Administrative Agent, any Receiver or Delegate or the POA Agent's liability, any liability of the Common Security Agent, any Receiver or Delegate or the POA Administrative Agent arising under or in connection with any Debt Finance Document or the Security Property Collateral shall be limited to the amount of actual loss which has been finally judicially determined to have been suffered (as determined by reference to the date of default of the Common Security Agent, Receiver, Delegate or POA Administrative Agent (as the case may be) or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Common Security Agent, Receiver, Delegate or POA Administrative Agent (as the case may be) at any time which increase the amount of that loss. In no event shall the Common Security Agent, any Receiver or Delegate or the POA Administrative Agent be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Common Security Agent, Receiver, Delegate or POA Administrative Agent (as the case may be) has been advised of the possibility of such loss or damages.
Appears in 1 contract
Sources: Loan Agreement (Dorian LPG Ltd.)
EXCLUSION OF LIABILITY. (a) Without limiting paragraph (b) below (and without prejudice to any other provision of any Debt Finance Document excluding or limiting the liability of the Common Agent or, the Security Agent, any Receiver or Delegate), none of the Common Agent or the Security Agent, any Receiver nor any Delegate Agent will be liable for:
(i) any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Debt Finance Document or the Security Property Transaction Security, unless directly caused by its gross negligence or wilful misconduct;
(ii) exercising exercising, or not exercising exercising, any right, power, authority or discretion given to it by, or in connection with, any Debt Finance Document, the Transaction Security Property or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Debt Finance Document or the Security Property;
(iii) any shortfall which arises on the enforcement or realisation of the Security PropertyTransaction Security; or
(iviii) without prejudice to the generality of paragraphs (i) to and (iiiii) above, any damages, costs, lossescosts or losses to any person, any diminution in value or any liability whatsoever arising as a result of:
(A) any act, event or circumstance not reasonably within its control; or
(B) the general risks of investment in, or the holding of assets in, any jurisdiction, including (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of: nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assetsassets (including any Disruption Event); breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.
(b) No Party (other than the Common Agent or the Security Agent, that Receiver or that Delegate Agent (as applicable)) may take any proceedings against any officer, employee or agent of the Common Agent or the Security Agent, a Receiver or a Delegate in respect of any claim it might have against the Common Agent or the Security Agent, a Receiver or a Delegate Agent or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Debt Finance Document or any Security Property Transaction Document and any officer, employee or agent of the Common Agent or the Security Agent, a Receiver or a Delegate Agent may rely on this Clause subject to Clause 1.5 paragraph (Third party rights) and the provisions of the Third Parties Actb).
(c) Neither the Agent nor the Security Agent will be liable for any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by the Agent or the Security Agent (as applicable) if the Agent or Security 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 or the Security Agent (as applicable) for that purpose.
(d) Nothing in this Agreement shall oblige the Common Agent, the Security Agent or the Arrangers to carry out:
(i) any “know your customer” or other checks in relation to any person; or
(ii) any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Primary CreditorFinance Party or for any Affiliate of any Finance Party, on behalf of any Primary Creditor Finance Party and each Primary Creditor Finance Party confirms to the Common Agent, the Security Agent and each Arranger that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Common Agent, the Security AgentAgent or an Arranger.
(de) Without prejudice to any provision of any Debt Finance Document excluding or limiting the liability of the Common Security Agent, any Receiver or Delegate Agent or the POA Security Agent, any liability of the Common Security Agent, any Receiver or Delegate Agent or the POA Security Agent arising under or in connection with any Debt Finance Document or the Transaction Security Property Documents shall be limited to the amount of actual loss which has been finally judicially determined to have been suffered (as determined by reference to the date of default of the Common Agent or the Security Agent, Receiver, Delegate or POA Agent (as the case may be) or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Common Agent or the Security Agent, Receiver, Delegate or POA Agent (as the case may be) at any time which increase the amount of that loss. In no event shall the Common Security Agent, any Receiver or Delegate Agent or the POA Security Agent be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Common Agent or the Security Agent, Receiver, Delegate or POA Agent (as the case may be) has been advised of the possibility of such loss or damages.
Appears in 1 contract
EXCLUSION OF LIABILITY. (a) 23.10.1 Without limiting paragraph (b) sub-clause 23.10.2 below (and without prejudice to any other provision of any Debt Finance Document excluding or limiting the liability of the Common Security Agent, any Receiver or Delegate), none of the Common Security Agent, any Receiver nor any Delegate Agent will not be liable for:
(ia) any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Debt Document or the Security Property Finance Document, unless directly caused by its gross negligence or wilful misconduct;
(iib) exercising exercising, or not exercising exercising, any right, power, authority or discretion given to it by, or in connection with, any Debt Document, the Security Property Finance Document or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Debt Document Finance Document, other than by reason of its gross negligence or the Security Property;
(iii) any shortfall which arises on the enforcement or realisation of the Security Propertywilful misconduct; or
(ivc) without prejudice to the generality of paragraphs (ia) to (iiiand b) above, any damages, costs, lossescosts or losses to any person, any diminution in value or any liability whatsoever (including, without limitation, for negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) arising as a result of:
(A) any act, event or circumstance not reasonably within its control; or
(B) the general risks of investment in, or the holding of assets in, any jurisdiction, including (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of: nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assetsassets (including any Disruption Event); breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.
(b) No Party (other than the Common Security Agent, that Receiver or that Delegate (as applicable)) may take any proceedings against any officer, employee or agent of the Common Security Agent, a Receiver or a Delegate in respect of any claim it might have against the Common Security Agent, a Receiver or a Delegate or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Debt Document or any Security Property and any officer, employee or agent of the Common Security Agent, a Receiver or a Delegate may rely on this Clause subject to Clause 1.5 (Third party rights) and the provisions of the Third Parties Act.
(c) Nothing in this Agreement shall oblige the Common Security Agent to carry out:
(i) any “know your customer” or other checks in relation to any person; or
(ii) any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Primary Creditor, on behalf of any Primary Creditor and each Primary Creditor confirms to the Common Security Agent that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Common Security Agent.
(d) Without prejudice to any provision of any Debt Document excluding or limiting the liability of the Common Security Agent, any Receiver or Delegate or the POA Agent, any liability of the Common Security Agent, any Receiver or Delegate or the POA Agent arising under or in connection with any Debt Document or the Security Property shall be limited to the amount of actual loss which has been finally judicially determined to have been suffered (as determined by reference to the date of default of the Common Security Agent, Receiver, Delegate or POA Agent (as the case may be) or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Common Security Agent, Receiver, Delegate or POA Agent (as the case may be) at any time which increase the amount of that loss. In no event shall the Common Security Agent, any Receiver or Delegate or the POA Agent be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Common Security Agent, Receiver, Delegate or POA Agent (as the case may be) has been advised of the possibility of such loss or damages.
Appears in 1 contract
Sources: Revolving Facility Agreement
EXCLUSION OF LIABILITY. (a) Without limiting paragraph clause (b) below (and without prejudice to or any other provision of any Debt Note Document excluding or limiting the liability of the Common Security Administrative Agent, any Receiver or Delegate), none of the Common Security Agent, any Receiver nor any Delegate Administrative Agent will not be liable for:
(i) any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Debt Note Document or the Security Property Collateral, unless directly caused by its gross negligence or wilful misconductwillful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction;
(ii) exercising exercising, or not exercising exercising, any right, power, authority or discretion given to it by, or in connection with, any Debt Note Document, the Security Property Collateral or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Debt Note Document or the Security PropertyCollateral other than by reason of its gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction;
(iii) any shortfall which arises on the enforcement or realisation realization of the Security PropertyCollateral so long as the Administrative Agent has otherwise acted in accordance with the terms of the Note Documents and applicable Law; or
(iv) without prejudice to the generality of paragraphs clause (i) to through and including clause (iii) above, any damages, costs, lossescosts or losses to any person, any diminution in value or any liability whatsoever (including, without limitation, for negligence or any other category of liability whatsoever but not including any claim based on the actual fraud of the Administrative Agent) arising as a result of:
(A) any act, event or circumstance not reasonably within its control; or
(B) the general risks of investment in, or the holding of assets in, any jurisdiction, including (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of: nationalisationof nationalization, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assets; breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.
(b) No Party (other than the Common Security Agent, that Receiver or that Delegate (as applicable)) Administrative Agent may take any proceedings against any officer, employee employee, delegate, receiver or agent of the Common Security Agent, a Receiver or a Delegate Administrative Agent in respect of any claim it might have against the Common Security Agent, a Receiver or a Delegate Administrative Agent or in respect of any act or omission of any kind by that officer, employee employee, delegate, receiver or agent in relation to any Debt Note Document or any Security Property Collateral and any officer, employee employee, delegate, receiver or agent of the Common Security Agent, a Receiver or a Delegate Administrative Agent may rely on this Clause subject to Clause 1.5 (Third party rights) and the provisions of the Third Parties ActSection 13.10.
(c) The Administrative Agent will not be liable for any delay (or any related consequences) in crediting an account with an amount required under the Note Documents to be paid by the Administrative Agent if the Administrative Agent has taken all necessary steps as soon as reasonably practicable to comply with the regulations or operating procedures of any recognized clearing or settlement system used by the Administrative Agent for that purpose.
(d) Nothing in this Agreement Note shall oblige the Common Security Administrative Agent to carry out:
(i) any “know your customer” or other checks in relation to any person; or
(ii) any check on the extent to which any transaction contemplated by this Agreement Note might be unlawful for any Primary CreditorNoteholder, on behalf of any Primary Creditor Noteholder and each Primary Creditor Noteholder confirms to the Common Security Administrative Agent that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Common Security Administrative Agent.
(de) Without prejudice to any provision of any Debt Note Document excluding or limiting the liability of the Common Security Administrative Agent, any Receiver or Delegate or the POA Agent’s liability, any liability of the Common Security Agent, any Receiver or Delegate or the POA Administrative Agent arising under or in connection with any Debt Note Document or the Security Property Collateral shall be limited to the amount of actual loss which has been finally judicially determined to have been suffered (as determined by reference to the date of default of the Common Security Agent, Receiver, Delegate or POA Administrative Agent (as the case may be) or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Common Security Agent, Receiver, Delegate or POA Administrative Agent (as the case may be) at any time which increase the amount of that loss. In no event shall the Common Security Agent, any Receiver or Delegate or the POA Administrative Agent be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Common Security Agent, Receiver, Delegate or POA Administrative Agent (as the case may be) has been advised of the possibility of such loss or damages.
(f) The Administrative Agent shall not be under any obligation to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Note or any other Note Document, or to inspect the properties, books or records of any Obligor or any other Person.
(g) The Administrative Agent shall not be responsible in any manner for any recitals, statements, representations or warranties contained in this Note or any other Note Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Note or any other Note Document or for the creation, perfection or priority of any Lien or security interest created or purported to be created hereunder or under any other Note Document.
(h) The rights, privileges, protections, immunities and benefits given to the Administrative Agent, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable: (i) by the Administrative Agent in each Note Document and any other document related hereto or thereto to which it is a party and (ii) the entity serving as the Administrative Agent in each of its capacities hereunder and in each of its capacities under any Note Document whether or not specifically set forth therein and each agent, custodian and other Person employed to act hereunder and under any Note Document or related document, as the case may be.
Appears in 1 contract
EXCLUSION OF LIABILITY. (a) Without limiting paragraph (b) below (and without prejudice to any other provision of any Debt Document excluding or limiting the liability of the Common Security Agent, any Receiver or Delegate), none of the Common Security Agent, any Receiver nor any Delegate will be liable for:
(i) any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Debt Document or the Security Property unless directly caused by its gross negligence or wilful misconduct;
(ii) exercising or not exercising any right, power, authority or discretion given to it by, or in connection with, any Debt Document, the Security Property or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Debt Document or the Security Property;
(iii) any shortfall which arises on the enforcement or realisation of the Security Property; or
(iv) without prejudice to the generality of paragraphs (i) to (iii) above, any damages, costs, losses, any diminution in value or any liability whatsoever arising as a result of:
(A) any act, event or circumstance not reasonably within its control; or
(B) the general risks of investment in, or the holding of assets in, any jurisdiction, including (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of: nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assets; breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.
(b) No Party (other than the Common Security Agent, that Receiver or that Delegate (as applicable)) may take any proceedings against any officer, employee or agent of the Common Security Agent, a Receiver or a Delegate in respect of any claim it might have against the Common Security Agent, a Receiver or a Delegate or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Debt Document or any Security Property and any officer, employee or agent of the Common Security Agent, a Receiver or a Delegate may rely on this Clause paragraph (b) subject to Clause 1.5 1.3 (Third party rights) and the provisions of the Third Parties Act.
(c) Nothing in this Agreement shall oblige the Common Security Agent to carry out:
(i) any “know your customer” or other checks in relation to any person; or
(ii) any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Primary Creditor, on behalf of any Primary Creditor and each Primary Creditor confirms to the Common Security Agent that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Common Security Agent.
(d) Without prejudice to any provision of any Debt Document excluding or limiting the liability of the Common Security Agent, any Receiver or Delegate, any liability of the Security Agent, any Receiver or Delegate or the POA Agent, any liability of the Common Security Agent, any Receiver or Delegate or the POA Agent arising under or in connection with any Debt Document or the Security Property shall be limited to the amount of actual loss which has been finally judicially determined to have been suffered (as determined by reference to the date of default of the Common Security Agent, Receiver, Receiver or Delegate or POA Agent (as the case may be) or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Common Security Agent, Receiver, Receiver or Delegate or POA Agent (as the case may be) at any time which increase the amount of that loss. In no event shall the Common Security Agent, any Receiver or Delegate or the POA Agent be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Common Security Agent, Receiver, Receiver or Delegate or POA Agent (as the case may be) has been advised of the possibility of such loss or damages.
Appears in 1 contract
Sources: Intercreditor Agreement (NAC Aviation Colorado 1 LLC)
EXCLUSION OF LIABILITY. (a) Without limiting paragraph (b) below (and without prejudice to any other provision of any Debt Common Security Document excluding or limiting the liability of the Common Security Agent, any Receiver or Delegate), none of the Common Security Agent, any Receiver nor any Delegate will be liable (whether in contract, tort or otherwise) for:
(i) any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Debt Common Security Document or the Security Property unless directly caused by its gross negligence negligence, wilful misconduct or wilful misconductfraud;
(ii) exercising or not exercising any right, power, authority or discretion given to it by, or in connection with, any Debt Document, the Common Security Property Document or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Debt Document or the Common Security PropertyDocument;
(iii) any shortfall which arises on the enforcement or realisation of the Security Property; or
(iv) without prejudice to the generality of paragraphs (i) to (iiiii) above, any damages, costs, losses, any diminution in value or any liability whatsoever arising as a result of:
(A) any act, event or circumstance not reasonably within its control; or
(B) the general risks of investment in, or the holding of assets in, any jurisdiction, including (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of: nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assets; breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.
(b) No Party (other than the Common Security Agent, that Receiver or that Delegate (as applicable)) may take any proceedings against any officer, employee or agent of the Common Security Agent, a Receiver or a Delegate in respect of any claim it might have against the Common Security Agent, a Receiver or a Delegate or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Debt Document or any Common Security Property and any Document. Any officer, employee or agent of the Common Security Agent, a Receiver or a Delegate may rely on enforce and enjoy the benefit of this Clause Clause, subject to Clause 1.5 1.3 (Third party rightsParties) and the provisions of the Third Parties Act.
(c) The Common Security Agent will not be liable for any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by the Common Security Agent if the Common Security 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 Common Security Agent for that purpose.
(d) (i) Nothing in this Agreement shall Deed will oblige the Common Security Agent to carry out:
(i) out or satisfy any “"know your customer” " checks or other checks requirement in relation to the identity of any person; or
(ii) any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Primary Creditor, person on behalf of any Primary Creditor and each Primary Creditor confirms to the Common Security Agent that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Common Security AgentCreditor.
(d) Without prejudice to any provision of any Debt Document excluding or limiting the liability of the Common Security Agent, any Receiver or Delegate or the POA Agent, any liability of the Common Security Agent, any Receiver or Delegate or the POA Agent arising under or in connection with any Debt Document or the Security Property shall be limited to the amount of actual loss which has been finally judicially determined to have been suffered (as determined by reference to the date of default of the Common Security Agent, Receiver, Delegate or POA Agent (as the case may be) or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Common Security Agent, Receiver, Delegate or POA Agent (as the case may be) at any time which increase the amount of that loss. In no event shall the Common Security Agent, any Receiver or Delegate or the POA Agent be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Common Security Agent, Receiver, Delegate or POA Agent (as the case may be) has been advised of the possibility of such loss or damages.
Appears in 1 contract
Sources: Supplemental Agreement
EXCLUSION OF LIABILITY. (a) Without limiting paragraph (b) below (and without prejudice to any other provision of any Debt Finance Document excluding or limiting the liability of the Common Security Agent, any Receiver or Delegate), none of the Common Security Agent, any Receiver nor any Delegate will be liable for:
(i) any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Debt Finance Document or the Security Property unless directly caused by its gross negligence or wilful misconductmisconduct as determined by a final judgment of a court of competent jurisdiction, no longer subject to appeal or review;
(ii) exercising or not exercising any right, power, authority or discretion given to it by, or in connection with, any Debt Finance Document, the Security Property or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Debt Finance Document or the Security Property;
(iii) any shortfall which arises on the enforcement or realisation of the Security Property; or
(iv) without prejudice to the generality of paragraphs (i) to (iii) above, any damages, costs, losses, any diminution in value or any liability whatsoever arising as a result of:
(A) any act, event or circumstance not reasonably within its control; or
(B) the general risks of investment in, or the holding of assets in, any jurisdiction, including (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of: nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assets; breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.
(b) No Party (other than the Common Security Agent, that Receiver or that Delegate (as applicable)) may take any proceedings against any officer, employee or agent of the Common Security Agent, a Receiver or a Delegate in respect of any claim it might have against the Common Security Agent, a Receiver or a Delegate or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Debt Finance Document or any Security Property and any officer, employee or agent of the Common Security Agent, a Receiver or a Delegate may rely on this Clause subject to Clause 1.5 1.4 (Third party rights) and the provisions of the Third Parties Act.
(c) Nothing in this Agreement shall oblige the Common Security Agent to carry out:
(i) any “know your customer” or other checks in relation to any person; or
(ii) any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Primary CreditorFinance Party, on behalf of any Primary Creditor Finance Party and each Primary Creditor Finance Party confirms to the Common Security Agent that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Common Security Agent.
(d) Without prejudice to any provision of any Debt Finance Document excluding or limiting the liability of the Common Security Agent, any Receiver or Delegate, any liability of the Security Agent, any Receiver or Delegate or the POA Agent, any liability of the Common Security Agent, any Receiver or Delegate or the POA Agent arising under or in connection with any Debt Finance Document or the Security Property shall be limited to the amount of actual loss which has been finally judicially determined to have been suffered (as determined by reference to the date of default the violation of the Common standard of care by of the Security Agent, Receiver, Receiver or Delegate or POA Agent (as the case may be) or, if later, the date on which the loss arises as a result of such defaultviolation of its standard of care) but without reference to any special conditions or circumstances known to the Common Security Agent, Receiver, Receiver or Delegate or POA Agent (as the case may be) at any time which increase the amount of that loss. In Anything in this Agreement to the contrary notwithstanding, in no event shall the Common Security Agent, any Receiver or Delegate or the POA Agent be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damagesdamages of any kind whatsoever, whether or not the Common Security Agent, Receiver, Receiver or Delegate or POA Agent (as the case may be) has been advised of the possibility of such loss or damagesdamages and regardless of the form of action.
Appears in 1 contract
EXCLUSION OF LIABILITY. (a) Without limiting paragraph (b) below (and without prejudice to any other provision of any Debt Finance Document excluding or limiting the liability of the Common Security any Administrative Agent, any Receiver or Delegate), none of the Common Security Agent, any Receiver nor any Delegate Facility Agent or the Calculation Agent will be liable (including, without limitation, for negligence or any other category of liability whatsoever) for:
(i) any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Debt Finance Document or the Security Property Transaction Security, unless directly caused by its gross negligence or wilful misconduct;
(ii) exercising exercising, or not exercising exercising, any right, power, authority or discretion given to it by, or in connection with, any Debt Document, Finance Document or the Transaction Security Property or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Debt Finance Document or the Security Property;
(iii) any shortfall which arises on the enforcement Transaction Security, other than by reason of its gross negligence or realisation of the Security Propertywilful misconduct; or
(iviii) without prejudice to the generality of paragraphs (i) to and (iiiii) above, any damages, costs, lossescosts or losses to any person, any diminution in value or any liability whatsoever (including, without limitation, for negligence or any other category of liability whatsoever) arising as a result of:
(A) any act, event or circumstance not reasonably within its control; or
(B) the general risks of investment in, or the holding of assets in, any jurisdiction, including (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of: nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assetsassets (including any Disruption Event); breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.
(b) No Party (other than the Common Security Agent, that Receiver Facility Agent or that Delegate the Calculation Agent (as applicableand not in respect of each other)) may take any proceedings against any officer, employee or agent of the Common Security Facility Agent or the Calculation Agent, a Receiver or a Delegate as applicable, in respect of any claim it might have against the Common Security Facility Agent or the Calculation Agent, a Receiver or a Delegate as applicable, or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Debt Document or any Security Property Finance Document, and any officer, employee or agent of the Common Security Facility Agent or the Calculation Agent, a Receiver or a Delegate as applicable, may rely on this Clause 23.12 subject to Clause 1.5 1.4 (Third party rightsParty Rights) and the provisions of the Third Parties Act.
(c) None of the Custodian, the Facility Agent or the Calculation Agent will be liable for any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by the Custodian, the Facility Agent or the Calculation Agent, as applicable, if the Custodian, the Facility Agent or the Calculation Agent, as applicable, 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 Custodian, Facility Agent or the Calculation Agent, as applicable, for that purpose.
(d) Nothing in this Agreement shall oblige the Common Security Custodian, the Arranger, the Facility Agent or the Calculation Agent to carry out:
out (i) any “know your customer” checks, or other checks in relation to any person; or
(ii) any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Primary Creditor, Lender or in relation to any person on behalf of any Primary Creditor Lender and each Primary Creditor Lender confirms to the Common Security Facility Agent, the Arranger, the Calculation Agent and the Custodian that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Common Security Custodian, Arranger or the Facility Agent.
(de) Without prejudice to any provision of any Debt Finance Document excluding or limiting the liability of the Common Security any Administrative Agent, any Receiver or Delegate or the POA Agent's liability, any liability of the Common Security Agent, any Receiver or Delegate or the POA an Administrative Agent arising under or in connection with any Debt Finance Document or the Security Property shall be limited to the amount of actual loss which has been finally judicially determined to have been suffered (as determined by reference to the date of default of the Common Security Agent, Receiver, Delegate or POA Administrative Agent (as the case may be) or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Common Security Agent, Receiver, Delegate or POA Administrative Agent (as the case may be) at any time which increase the amount of that loss. In no event shall the Common Security Agent, any Receiver or Delegate or the POA Administrative Agent be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Common Security Agent, Receiver, Delegate or POA Administrative Agent (as the case may be) has been advised of the possibility of such loss or damages.
(f) No Calculation Agent shall be liable for any damages, costs or losses, any diminution in value, or any liability whatsoever to a Finance Party if that Finance Party, in a separate capacity, or any of its Affiliates, was also a Calculation Agent at the relevant time.
Appears in 1 contract
EXCLUSION OF LIABILITY. (a) Without limiting paragraph (b) below (and without prejudice to any other provision of any Debt Finance Document excluding or limiting the liability of the Common Security Agent, any Receiver or Delegate), none of the Common Security Agent, any Receiver nor any Delegate Agent will not be liable (including, without limitation, for negligence or any other category of liability whatsoever) for:
(i) any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Debt Finance Document or the Security Property Transaction Security, unless directly caused by its gross negligence or wilful misconduct;
(ii) exercising exercising, or not exercising exercising, any right, power, authority or discretion given to it by, or in connection with, any Debt Finance Document, the Transaction Security Property or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Debt Finance Document or the Security Property;
(iii) any shortfall which arises on the enforcement or realisation of the Security PropertyTransaction Security; or
(iviii) without prejudice to the generality of paragraphs (i) to and (iiiii) above, any damages, costs, lossescosts or losses to any person, any diminution in value or any liability whatsoever arising as a result of:
(A) any act, event or circumstance not reasonably within its control; or
(B) the general risks of investment in, or the holding of assets in, any jurisdiction, including (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of: nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assetsassets (including any Disruption Event); breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.
(b) No Party (other than the Common Security Agent, that Receiver or that Delegate (as applicable)) may take any proceedings against any officer, employee or agent of the Common Security Agent, a Receiver or a Delegate Agent in respect of any claim it might have against the Common Security Agent, a Receiver or a Delegate Agent or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Debt Finance Document or any Security Property and any officer, employee or agent of the Common Security Agent, a Receiver or a Delegate Agent may rely on this Clause subject to Clause 1.5 (Third party rights) and the provisions of the Third Parties Act.
(c) The Agent will not be liable for any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by the Agent if 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) Nothing in this Agreement shall oblige the Common Security Agent or the Arranger to carry out:
(i) out any “know your customer” or other checks in relation to any person; or
(ii) or any check on the extent to which any a transaction contemplated by this Agreement might be unlawful for any Primary CreditorLender, on behalf of any Primary Creditor Lender and each Primary Creditor Lender confirms to the Common Security Agent and the Arranger that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Common Security AgentAgent or the Arranger.
(de) Without prejudice to any provision of any Debt Finance Document excluding or limiting the liability of the Common Security Agent, any Receiver or Delegate or the POA Agent’s liability, any liability of the Common Security Agent, any Receiver or Delegate or the POA Agent arising under or in connection with any Debt Finance Document or the Transaction Security Property shall be limited to the amount of actual loss which has been finally judicially determined to have been suffered (as determined by reference to the date of default of the Common Security Agent, Receiver, Delegate or POA Agent (as the case may be) or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Common Security Agent, Receiver, Delegate or POA Agent (as the case may be) at any time which increase the amount of that loss. In no event shall the Common Security Agent, any Receiver or Delegate or the POA Agent be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Common Security Agent, Receiver, Delegate or POA Agent (as the case may be) has been advised of the possibility of such loss or damages.
Appears in 1 contract
EXCLUSION OF LIABILITY. (a) Without limiting paragraph (b) below (and without prejudice to any other provision of any Debt Transaction Document excluding or limiting the liability of the Common Security Agent, any Receiver or Delegate), none of the Common Security Agent, any Receiver nor any Delegate Agent will not be liable for:
(i) any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Debt Document or the Security Property Transaction Document, unless directly caused by its fraud, gross negligence or wilful misconductdefault;
(ii) exercising exercising, or not exercising exercising, any right, power, authority or discretion given to it by, or in connection with, any Debt Document, the Security Property Transaction Document or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Debt Document or the Security Property;
(iii) any shortfall which arises on the enforcement or realisation of the Security PropertyTransaction Document; or
(iviii) without prejudice to the generality of sub-paragraphs (i) to and (iiiii) above, any damages, costs, lossescosts or losses to any person, any diminution in value or any liability whatsoever arising as a result of:
(A) any act, event or circumstance not reasonably within its control; or
(B) the general risks of investment in, or the holding of assets in, any jurisdiction, including (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of: nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assets; breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.
(b) No Party (other than the Common Security Agent, that Receiver or that Delegate (as applicable)) may take any proceedings against any officer, employee or agent of the Common Security Agent, a Receiver or a Delegate Agent in respect of any claim it might have against the Common Security Agent, a Receiver or a Delegate Agent or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Debt Transaction Document or any Security Property and any officer, employee or agent of the Common Security Agent, a Receiver or a Delegate Agent may rely on this Clause subject to Clause 1.5 1.4 (Third party rights) of the Facility Agreement and the provisions of the Third Parties Act.
(c) The Agent will not be liable for any delay (or any related consequences) in crediting an account with an amount required under the Transaction Documents to be paid by the Agent if 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) Nothing in this Agreement shall oblige the Common Security Agent or the Arrangers to carry out:
(i) any “know your customer” or other checks in relation to any person; or
(ii) any check on the extent to which any transaction contemplated by this Agreement Transaction Documents might be unlawful for any Primary CreditorLender, on behalf of any Primary Creditor Lender and each Primary Creditor Lender confirms to the Common Security Agent and the Arrangers that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Common Security AgentAgent or the Arrangers.
(de) Without prejudice to Notwithstanding any provision of any Debt Document excluding or limiting the liability of the Common Security Agent, any Receiver or Delegate or the POA Agent, any liability of the Common Security Agent, any Receiver or Delegate or the POA Agent arising under or in connection with any Debt Document or the Security Property shall be limited this Agreement to the amount of actual loss which has been finally judicially determined to have been suffered (as determined by reference to the date of default of the Common Security Agent, Receiver, Delegate or POA Agent (as the case may be) or, if latercontrary, the date on which the loss arises as a result of such default) but without reference to Agent shall not in any special conditions or circumstances known to the Common Security Agent, Receiver, Delegate or POA Agent (as the case may be) at any time which increase the amount of that loss. In no event shall the Common Security Agent, any Receiver or Delegate or the POA Agent be liable for any loss of profitsspecial damages, goodwillindirect, reputation, business opportunity or anticipated saving, or for special, punitive, indirect punitive or consequential damagesloss or damage of any kind whatsoever (including but not limited to lost profits), whether or not the Common Security Agent, Receiver, Delegate or POA Agent (as the case may be) has been advised of the possibility of such loss or damagesdamage and regardless of whether the claim for loss or damage is made in negligence, breach of contract or otherwise.
Appears in 1 contract
EXCLUSION OF LIABILITY. (a) Without limiting paragraph (b) below (and without prejudice to any other provision of any Debt Document excluding or limiting below, neither the liability of BPIFAE Agent nor the Common Security Agent, any Receiver or Delegate), none of the Common Security Agent, any Receiver nor any Delegate Agent will be liable (including, without limitation, for negligence or any other category of liability whatsoever) for:
(i) any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Debt Document or the Security Property Finance Document, unless directly caused by its gross negligence or wilful misconduct;
(ii) exercising exercising, or not exercising exercising, any right, power, authority or discretion given to it by, or in connection with, any Debt Document, the Security Property Finance Document or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Debt Document or the Security Property;
(iii) any shortfall which arises on the enforcement or realisation of the Security PropertyFinance Document; or
(iviii) without prejudice to the generality of paragraphs (i) to and (iiiii) above, any damages, costs, lossescosts or losses to any person, any diminution in value or any liability whatsoever arising as a result of:
(A) any act, event or circumstance not reasonably within its control; or
(B) the general risks of investment in, or the holding of assets in, any jurisdiction, including (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of: nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assetsassets (including any Disruption Event); breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.
(b) No Party (other than the Common BPIFAE Agent or the Security Agent, that Receiver or that Delegate (as applicable)) may take any proceedings against any officer, employee or agent of the Common BPIFAE Agent or the Security Agent, a Receiver or a Delegate Agent in respect of any claim it might have against the Common BPIFAE Agent or the Security Agent, a Receiver or a Delegate Agent or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Debt Finance Document or any Security Property and any officer, employee or agent of the Common BPIFAE Agent or the Security Agent, a Receiver or a Delegate Agent may rely on this Clause 28.10 subject to Clause 1.5 (Third party rightsParty Rights) and the provisions of the Third Parties Act.
(c) Neither the BPIFAE Agent nor the Security Agent will be liable for any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by it if it 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 it for that purpose.
(d) Nothing in this Agreement shall oblige the Common BPIFAE Agent, the Security Agent or a Mandated Lead Arranger to carry out:
(i) any “know your customer” or other checks in relation to any personperson on behalf of any Lender; or
(ii) any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Primary CreditorLender, on behalf of any Primary Creditor and each Primary Creditor Lender confirms to the Common BPIFAE Agent, the Security Agent and each Mandated Lead Arranger that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Common BPIFAE Agent, the Security AgentAgent and a Mandated Lead Arranger.
(de) Without prejudice to any provision of any Debt Finance Document excluding or limiting the liability of BPIFAE Agent’s or the Common Security Agent, any Receiver or Delegate or the POA Agent’s liability, any liability of the Common Security Agent, any Receiver or Delegate BPIFAE Agent or the POA Security Agent arising under or in connection with any Debt Finance Document or the Security Property shall be limited to the amount of actual loss which has been finally judicially determined to have been suffered (as determined by reference to the date of default of the Common BPIFAE Agent or the Security Agent, Receiver, Delegate or POA Agent (as the case may beapplicable) or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Common BPIFAE Agent or the Security Agent, Receiver, Delegate or POA Agent (as the case may beapplicable) at any time which increase the amount of that loss. In no event shall the Common Security Agent, any Receiver or Delegate BPIFAE Agent or the POA Security Agent be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Common BPIFAE Agent or the Security Agent, Receiver, Delegate or POA Agent (as the case may beapplicable) has been advised of the possibility of such loss or damages.
Appears in 1 contract
EXCLUSION OF LIABILITY. (a) Without limiting paragraph (b) below (and without prejudice to any other provision of any Debt Finance Document excluding or limiting the liability of the Common Agent or the Security Agent, any Receiver or Delegate), none of neither the Common Agent nor the Security Agent, any Receiver nor any Delegate Agent will be liable for:
(i) any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Debt Finance Document or (including any action taken in relation to the Security Property Transaction Security), unless directly caused by its gross negligence or wilful misconduct;
(ii) exercising exercising, or not exercising exercising, any right, power, authority or discretion given to it by, or in connection with, any Debt Finance Document, the Transaction Security Property or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Debt Finance Document or the Security PropertyTransaction Security, other than by reason of its gross negligence or wilful misconduct;
(iii) with respect to the Security Agent, any shortfall which arises on the enforcement or realisation of the Security PropertyTransaction Security; or
(iv) without prejudice to the generality of paragraphs (i) to and (iiiii) above, any damages, costs, lossescosts or losses to any person, any diminution in value or any liability whatsoever (including, without limitation, for negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent or Security Agent respectively) arising as a result of:
(A) any act, event or circumstance not reasonably within its control; or
(B) the general risks of investment in, or the holding of assets in, any jurisdiction, including (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of: nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assetsassets (including any Disruption Event); breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.
(b) No Party (other than the Common Agent or the Security Agent, that Receiver or that Delegate (as applicable)) may take any proceedings against any officer, employee or agent of the Common Agent or the Security Agent, a Receiver or a Delegate Agent in respect of any claim it might have against the Common Agent or the Security Agent, a Receiver or a Delegate Agent or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Debt Finance Document or any Security Property and any officer, employee or agent of the Common Security Agent, a Receiver or a Delegate Agent may rely on this Clause subject to Clause 1.5 paragraph (Third party rights) and the provisions of the Third Parties Actb).
(c) Neither the Agent nor the Security Agent will be liable for any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by the Agent or the Security Agent if the Agent or the Security 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 or the Security Agent for that purpose.
(d) Nothing in this Agreement shall oblige the Common Agent, the Security Agent Agent, the Arranger or the Coordinator to carry out:
(i) any “"know your customer” " or other checks in relation to any person; or
(ii) any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Primary CreditorLender, on behalf of any Primary Creditor Lender and each Primary Creditor Lender confirms to the Common Agent, the Security Agent Agent, the Arranger or the Coordinator that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Common Agent, the Security Agent, the Arranger or the Coordinator.
(de) Without prejudice to any provision of any Debt Finance Document excluding or limiting the liability of the Common Agent's or Security Agent, any Receiver or Delegate or the POA Agent's liability, any liability of the Common Agent or Security Agent, any Receiver or Delegate or the POA Agent arising under or in connection with any Debt Finance Document or the Transaction Security Property shall be limited to the amount of actual loss which has been finally judicially determined to have been suffered (as determined by reference to the date of default of the Common Agent or the Security Agent, Receiver, Delegate or POA Agent (as the case may be) respectively or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Common Agent or Security Agent, Receiver, Delegate or POA Agent (as the case may be) respectively at any time which increase the amount of that loss. In no event shall the Common Agent or Security Agent, any Receiver or Delegate or the POA Agent be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Common Agent or Security Agent, Receiver, Delegate or POA Agent (as the case may be) has been advised of the possibility of such loss or damages.
Appears in 1 contract
EXCLUSION OF LIABILITY. (a) Without limiting paragraph (b) below (and without prejudice to any other provision of any Debt Finance Document excluding or limiting the liability of the Common Security Agent, Agent or any Receiver or Delegate), none of the Common Security Agent, Agent nor any Receiver nor any or Delegate will be liable (including, without limitation, for negligence or any other category of liability whatsoever) for:
(i) any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Debt Transaction Document or the Security Property Property, unless directly caused by its gross negligence or wilful misconduct;
(ii) exercising exercising, or not exercising exercising, any right, power, authority or discretion given to it by, or in connection with, any Debt Transaction Document, the Security Property or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Debt Transaction Document or the Security Property;; or
(iii) any shortfall which arises on the enforcement or realisation of the Security Property; or
(iv) without prejudice to the generality of sub-paragraphs (i) to (iii) above, any damages, costs, lossescosts or losses to any person, any diminution in value or any liability whatsoever arising as a result of:
(A) any act, event or circumstance not reasonably within its control; or
(B) the general risks of investment in, or the holding of assets in, any jurisdiction, including (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of: of nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assetsassets (including any Disruption Event); breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.
(b) No Party (other than the Common Security Agent, that Receiver or that Delegate (as applicable)) may take any proceedings against any officer, employee or agent of the Common Security Agent, a Receiver or a Delegate in respect of any claim it might have against the Common Security Agent, a Receiver or a Delegate or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Debt Transaction Document or any Security Property and any officer, employee or agent of the Common Security Agent, a Receiver or a Delegate may rely on this Clause paragraph (b) subject to Clause 1.5 (Third party rights) and the provisions of the Third Parties Act.
(c) The Security Agent will not be liable for any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by the Security Agent if the Security 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 Security Agent for that purpose.
(d) Nothing in this Agreement shall oblige the Common Security Agent to carry out:
(i) any “know your customer” or other checks in relation to any person; or
(ii) any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Primary CreditorFinance Party, on behalf of any Primary Creditor Finance Party and each Primary Creditor Finance Party confirms to the Common Security Agent that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Common Security Agent.
(de) Without prejudice to any provision of any Debt Finance Document excluding or limiting the liability of the Common Security AgentAgent or any Receiver or Delegate, any liability (including, without limitation, for negligence or any other category of liability whatsoever) of the Security Agent or any Receiver or Delegate or the POA Agent, any liability of the Common Security Agent, any Receiver or Delegate or the POA Agent arising under or in connection with any Debt Transaction Document or the Security Property shall be limited to the amount of actual loss which has been finally judicially determined to have been suffered (as determined by reference to the date of default of the Common Security Agent, Receiver, . Receiver or Delegate or POA Agent (as the case may be) or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Common Security Agent, Receiver, any Receiver or Delegate or POA Agent (as the case may be) at any time which increase the amount of that loss. In no event shall the Common Security Agent, any Receiver or Delegate or the POA Agent be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Common Security Agent, Receiver, the Receiver or Delegate or POA Agent (as the case may be) has been advised of the possibility of such loss or damages.
Appears in 1 contract
EXCLUSION OF LIABILITY. (a) Without limiting paragraph (b) below (and without prejudice to any other provision of any Debt Finance Document excluding or limiting the liability of the Common Security Agent, any Receiver or Delegate), none of the Common Security Agent, any Receiver nor any Delegate Agent will not be liable for:
(i) any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Debt Document or the Security Property Finance Document, unless directly caused by its gross negligence or wilful misconduct;
(ii) exercising exercising, or not exercising exercising, any right, power, authority or discretion given to it by, or in connection with, any Debt Document, the Security Property Finance Document or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Debt Document Finance Document, other than by reason of its gross negligence or the Security Property;
(iii) any shortfall which arises on the enforcement or realisation of the Security Propertywilful misconduct; or
(iviii) without prejudice to the generality of paragraphs (i) to and (iiiii) above, any damages, costs, lossescosts or losses to any person, any diminution in value or any liability whatsoever (including, without limitation, for negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) arising as a result of:
(A) any act, event or circumstance not reasonably within its control; or
(B) the general risks of investment in, or the holding of assets in, any jurisdiction, including (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of: nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assetsassets (including any Disruption Event); breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.
(b) No Party (other than the Common Agent or the Security Agent, that Receiver or that Delegate (as applicable)) may take any proceedings against any officer, employee or agent of the Common Agent or the Security Agent, a Receiver or a Delegate Agent in respect of any claim it might have against the Common Agent or the Security Agent, a Receiver or a Delegate Agent or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Debt Document or any Security Property Finance Document, and any officer, employee or agent of the Common Agent or the Security Agent, a Receiver or a Delegate Agent may rely on this Clause subject to Clause 1.5 (Third party rights) and the provisions of the Third Parties Act25.11.
(c) Neither the Agent nor the Security Agent will be liable for any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by it if it 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 it for that purpose.
(d) Nothing in this Agreement shall oblige the Common Agent, the Security Agent or the Arranger to carry out:
(i) any “know your customer” or other checks in relation to any person; or
(ii) any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Primary CreditorLender, on behalf of any Primary Creditor Lender, and each Primary Creditor Lender confirms to the Common Agent, the Security Agent and the Arranger that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Common Agent, the Security AgentAgent or the Arranger.
(de) Without prejudice to any provision of any Debt Finance Document excluding or limiting the liability of Agent or the Common Security Agent, any Receiver or Delegate or the POA Agent’s liability, any liability of the Common Security Agent, any Receiver or Delegate Agent or the POA Security Agent arising under or in connection with any Debt Finance Document or the Security Property shall be limited to the amount of actual loss which has been finally judicially determined to have been suffered (as determined by reference to the date of default of the Common Agent or the Security Agent, Receiver, Delegate or POA Agent (as the case may be) or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Common Agent or the Security Agent, Receiver, Delegate or POA Agent (as the case may be) at any time which increase the amount of that loss. In no event shall the Common Security Agent, any Receiver or Delegate Agent or the POA Security Agent be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Common Agent or the Security Agent, Receiver, Delegate or POA Agent (as the case may be) has been advised of the possibility of such loss or damages.
Appears in 1 contract
Sources: Revolving Senior Secured Credit Facility Agreement (Gold Fields LTD)
EXCLUSION OF LIABILITY. (a) Without limiting paragraph (b) below (and without prejudice to any other provision of any Debt Finance Document excluding or limiting the liability of the Common Security Disbursement Agent, any Receiver or Delegate), none of the Common Security Agent, any Receiver nor any Delegate Disbursement Agent will not be liable (including, without limitation, for negligence or any other category of liability whatsoever) for:
(i) any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Debt Finance Document or the Security Property Transaction Security, unless directly caused by its gross negligence or wilful misconduct;
(ii) exercising exercising, or not exercising exercising, any right, power, authority or discretion given to it by, or in connection with, any Debt Finance Document, the Transaction Security Property or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Debt Finance Document or the Security Property;
(iii) any shortfall which arises on the enforcement or realisation of the Security PropertyTransaction Security; or
(iviii) without prejudice to the generality of paragraphs (i) to and (iiiii) above, any damages, costs, lossescosts or losses to any person, any diminution in value or any liability whatsoever arising as a result of:
(A) any act, event or circumstance not reasonably within its control; or
(B) the general risks of investment in, or the holding of assets in, any jurisdiction, including (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of: nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assetsassets (including any Disruption Event); breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.
(b) No Party (other than the Common Security Disbursement Agent, that Receiver or that Delegate (as applicable)) may take any proceedings against any officer, employee or agent of the Common Security Agent, a Receiver or a Delegate Disbursement Agent in respect of any claim it might have against the Common Security Agent, a Receiver or a Delegate or Disbursement Agent in respect of any act or omission of any kind by that officer, employee or agent in relation to any Debt Finance Document or any Security Property Transaction Document and any officer, employee or agent of the Common Security Agent, a Receiver or a Delegate Disbursement Agent may rely on this Clause subject to Clause 1.5 1.3 (Third party rightsParty Rights) and the provisions of the Third Parties Act.
(c) Nothing in this Agreement shall oblige the Common Security The Disbursement Agent to carry out:
(i) any “know your customer” or other checks in relation to any person; or
(ii) any check on the extent to which any transaction contemplated by this Agreement might will not be unlawful liable for any Primary Creditor, on behalf delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by the Disbursement Agent if the Disbursement Agent has taken all necessary steps as soon as reasonably practicable to comply with the regulations or operating procedures of any Primary Creditor and each Primary Creditor confirms to the Common Security Agent that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made recognised clearing or settlement system used by the Common Security AgentDisbursement Agent for that purpose.
(d) Without prejudice to any provision of any Debt Finance Document excluding or limiting the liability of the Common Security Disbursement Agent, any Receiver or Delegate or the POA Agent’s liability, any liability of the Common Security Agent, any Receiver or Delegate or the POA Disbursement Agent arising under or in connection with any Debt Finance Document or the Transaction Security Property shall be limited to the amount of actual loss which has been finally judicially determined to have been suffered (as determined by reference to the date of default of the Common Security Agent, Receiver, Delegate or POA Disbursement Agent (as the case may be) or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Common Security Agent, Receiver, Delegate or POA Disbursement Agent (as the case may be) at any time which increase the amount of that loss. In no event shall the Common Security Agent, any Receiver or Delegate or the POA Disbursement Agent be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Common Security Agent, Receiver, Delegate or POA Disbursement Agent (as the case may be) has been advised of the possibility of such loss or damages.
Appears in 1 contract
EXCLUSION OF LIABILITY. (a) Without limiting paragraph (b) below (and without prejudice to any other provision of any Debt Finance Document excluding or limiting the liability of the Common Security Agent, any Administrative Party or any Receiver or Delegate), none of the Common Security Agentno Administrative Party, any Receiver nor any or Delegate will be liable (whether in contract, tort or otherwise) for:
(i) any damagescost, costs loss or losses to liability whatsoever any person, person incurs or any diminution in value, or any liability whatsoever value arising as a result of the Administrative Party, Receiver or Delegate taking or not taking any action under or in connection with any Debt Document or the Security Property Finance Document, unless directly caused by its gross negligence negligence, wilful misconduct or wilful misconductfraud;
(ii) exercising exercising, or not exercising exercising, any right, power, authority or discretion given to it by, or in connection with, any Debt Document, the Security Property Finance Document or any other agreement, arrangement or document entered intointo or made under or in connection with, made or executed in anticipation of, under any Finance Document, other than by reason of its gross negligence, wilful misconduct or in connection with, any Debt Document or the Security Propertyfraud;
(iii) any shortfall which arises on the enforcement or realisation of the Security PropertyDocuments; or
(iv) without prejudice to the generality of paragraphs (i), (ii) to and (iii) above, any damagescost, costs, losses, loss or liability whatsoever any person incurs or any diminution in value (whether caused by the Administrative Party’s, Receiver’s or Delegate’s negligence, gross negligence or any other category of liability whatsoever whatsoever, but not including any claim based on fraud of the Administrative Party, Receiver or Delegate) arising as a result of:
(A) any act, event or circumstance not reasonably within its control; or
(B) the general risks of investment in, or the holding of assets in, any jurisdiction, including (in each case and without limitation) any such damagescost, costsloss, losses, liability or diminution in value or liability arising as a result of: :
(1) nationalisation, expropriation or other governmental actions; action;
(2) any regulation, currency restriction, devaluation or fluctuation; ;
(3) market conditions affecting the execution or settlement of transactions or the value of assetsassets (including any Disruption Event);
(4) breakdown, failure or malfunction of any third party transport, telecommunications, computer services or other systems; ;
(5) any natural disasters disaster or acts act of God; ;
(6) war, terrorism, insurrection or revolution; or strikes or
(7) any strike or industrial action.
(b) No Party (other than the Common Security Agentrelevant Administrative Party, that Receiver or that Delegate (as applicable)Delegate) may take any proceedings against any officer, employee or agent of the Common Security Agentan Administrative Party, a Receiver or a Delegate in respect of any claim it might have against the Common Security Agentthat Administrative Party, a Receiver or a Delegate or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Debt Document Finance Document.
(c) Any Receiver or any Security Property and Delegate or any officer, employee or agent of the Common Security Agentan Administrative Party, a Receiver or a Delegate may rely enforce and enjoy the benefit of any Clause which expressly confers rights on this Clause it, subject to paragraph (b) of Clause 1.5 1.3 (Third party rightsParty Rights) and the provisions of the Third Parties Act.
(cd) No Agent, Receiver or Delegate will be liable for any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by that Agent, Receiver or Delegate if it 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 it for that purpose.
(i) Nothing in this Agreement shall oblige the Common Security Agent to carry outobliges any Administrative Party to:
(iA) perform any “know your customer” checks or other similar checks in relation to the identity of any person; or
(iiB) any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Primary CreditorFinance Party, on behalf of any Primary Creditor and each Primary Creditor Finance Party.
(ii) Each Finance Party confirms to the Common Security Agent each Administrative Party that it is solely responsible for any such “know your customer” checks or other similar checks it is required to carry out and that it may not rely on any statement in relation to such those checks made by the Common Security Agentany Administrative Party.
(df) Without prejudice to any other provision of any Debt Finance Document excluding or limiting the liability of the Common Security Agentany Administrative Party, any Receiver or Delegate or the POA AgentDelegate, any liability of the Common Security Agentan Administrative Party, any a Receiver or a Delegate or the POA Agent arising under or in connection with any Debt Finance Document or the Security Property shall be is limited to the amount of actual loss which has been finally judicially determined to have been suffered (as determined by reference to the date of default of the Common Security Agentthat Administrative Party’s, Receiver, Delegate ’s or POA Agent (as the case may be) Delegate’s default or, if later, the date on which the loss arises as a result of such the default) but without reference to any special conditions or circumstances known to the Common Security Agentthat Administrative Party, Receiver, Receiver or Delegate or POA Agent (as the case may be) at any time which increase the amount of that loss. In no event shall the Common Security Agentwill an Administrative Party, any a Receiver or a Delegate or the POA Agent be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Common Security Agentthat Administrative Party, Receiver, Receiver or Delegate or POA Agent (as the case may be) has been was advised of the possibility of such loss or damages..
Appears in 1 contract
Sources: Facility Agreement (IHS Holding LTD)
EXCLUSION OF LIABILITY. (a) Without limiting paragraph (b(b) below (and without prejudice to any other provision of any Debt Finance Document excluding or limiting the liability of the Common Security Agent, any Receiver or Delegate), none of the Common Security Agent, any Receiver nor any Delegate Agent will not be liable for:
(i) any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Debt Finance Document or the Security Property Transaction Security, unless directly caused by its gross negligence negligence, fraud, willful default or wilful willful misconduct;
(ii) exercising exercising, or not exercising exercising, any right, power, authority or discretion given to it by, or in connection with, any Debt Finance Document, the Transaction Security Property or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Debt Finance Document or the Security PropertyTransaction Security, unless directly caused by its gross negligence, fraud, willful default or willful misconduct;
(iii) any shortfall which arises on the enforcement or realisation of the Security Property; or
(iv) without prejudice to the generality of paragraphs (i(i) to (iiiand (ii) above, any damages, costs, lossescosts or losses to any person, any diminution in value or any liability whatsoever arising as a result of:
(A) any act, event or circumstance not reasonably within its control; or
(B) the general risks of investment in, or the holding of assets in, any jurisdiction, including (in each case and without limitationcase) such damages, costs, losses, diminution in value or liability arising as a result of: nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assetsassets (including any Disruption Event); breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.
(b) No Party (other than the Common Security Agent, that Receiver or that Delegate (as applicable)) may take any proceedings against any officer, employee or agent of the Common Security Agent, a Receiver or a Delegate Agent in respect of any claim it might have against the Common Security Agent, a Receiver or a Delegate Agent or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Debt Finance Document or any Security Property and any officer, employee or agent of the Common Security Agent, a Receiver or a Delegate Agent may rely on this Clause 30.9 subject to Clause 1.5 1.6 (Third party rights) and the provisions of the Third Parties Act.
(c) The Agent will not be liable for any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by the Agent if 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) Nothing in this Agreement shall oblige the Common Security Agent to carry out:
(i) any “know your customer” or other checks in relation to any person; or
(ii) any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Primary CreditorNoteholder or for any Affiliate of any Noteholder, on behalf of any Primary Creditor Noteholder and each Primary Creditor Noteholder confirms to the Common Security Agent that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Common Security Agent.
(de) Without prejudice to any provision of any Debt Finance Document excluding or limiting the liability of the Common Security Agent, any Receiver or Delegate or the POA Agent’s liability, any liability of the Common Security Agent, any Receiver or Delegate or the POA Agent arising under or in connection with any Debt Finance Document or the Transaction Security Property shall be limited to the amount of actual loss which has been finally judicially determined to have been suffered (as determined by reference to the date of default of the Common Security Agent, Receiver, Delegate or POA Agent (as the case may be) or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Common Security Agent, Receiver, Delegate or POA Agent (as the case may be) at any time which increase the amount of that loss. In no event shall the Common Security Agent, any Receiver or Delegate or the POA Agent be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Common Security Agent, Receiver, Delegate or POA Agent (as the case may be) has been advised of the possibility of such loss or damages.
Appears in 1 contract
Sources: Senior Notes Purchase Agreement (Inspired Entertainment, Inc.)
EXCLUSION OF LIABILITY. (a) Without limiting paragraph (b) below (and without prejudice to any other provision of any Debt Finance Document excluding or limiting the liability of the Common Security Agent, any Receiver receiver or Delegatedelegate), none of the Common Security Agent, any Receiver nor any Delegate delegate will be liable for:
(i) : any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Debt Finance Document or the Transaction Security Property unless directly caused by its gross negligence or wilful misconduct;
(ii) ; exercising or not exercising any right, power, authority or discretion given to it by, or in connection with, any Debt Finance Document, the Transaction Security Property or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Debt Finance Document or the Security Property;
(iii) Transaction Security, other than by reason of its gross negligence or wilful misconduct; any shortfall which arises on the enforcement or realisation of the Security PropertyTransaction Security; or
(iv) or without prejudice to the generality of paragraphs (i) to (iii) above, any damages, costs, losses, any diminution in value or any liability whatsoever (but not including any claim based on the fraud of the Security Agent) arising as a result of:
(A) : any act, event or circumstance not reasonably within its control; or
(B) or the general risks of investment in, or the holding of assets in, any jurisdiction, including (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of: nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assets; breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.
(b) No Party (other than the Common Security Agent, that Receiver receiver or that Delegate delegate (as applicable)) may take any proceedings against any officer, employee or agent of the Common Security Agent, a Receiver receiver or a Delegate delegate in respect of any claim it might have against the Common Security Agent, a Receiver receiver or a Delegate delegate or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Debt Finance Document or any Transaction Security Property and any officer, employee or agent of the Common Security Agent, a Receiver receiver or a Delegate delegate may rely on this Clause paragraph (b) subject to Clause 1.5 (Third party rights) and the provisions of the Third Parties Act.
(c) Nothing in this Agreement shall oblige the Common Security Agent to carry out:
(i) : any “know your customer” or other checks in relation to any person; or
(ii) or any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Primary Creditorother Secured Party, on behalf of any Primary Creditor and each Primary Creditor confirms to the Common Security Agent that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Common Security Agentother's Finance Party.
(d) Without prejudice to any provision of any Debt Finance Document excluding or limiting the liability of the Common Security Agent, any Receiver receiver or Delegate or the POA Agentdelegate, any liability of the Common Security Agent, any Receiver receiver or Delegate or the POA Agent delegate arising under or in connection with any Debt Finance Document or the Transaction Security Property shall be limited to the amount of actual loss which has been finally judicially determined to have been suffered (as determined by reference to the date of default of the Common Security Agent, Receiver, Delegate receiver or POA Agent delegate (as the case may be) or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Common Security Agent, Receiver, Delegate receiver or POA Agent delegate (as the case may be) at any time which increase the amount of that loss. In no event shall the Common Security Agent, any Receiver receiver or Delegate or the POA Agent delegate be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Common Security Agent, Receiver, Delegate receiver or POA Agent delegate (as the case may be) has been advised of the possibility of such loss or damages
(e) No duty to monitor The Security Agent shall not be bound to enquire: whether or not any Default has occurred; as to the performance, default or any breach by any Party of its obligations under any Finance Document; or whether any other event specified in any Finance Document has occurred.
Appears in 1 contract
Sources: Facility Agreement
EXCLUSION OF LIABILITY. (a) Without limiting paragraph (b) below (and without prejudice to any other provision of any Debt Loan Document excluding or limiting the liability of the Common Security Agent, Collateral Agent or any Receiver or Delegatesub-agent), none of neither the Common Security Agent, any Receiver Collateral Agent nor any Delegate sub-agent will be liable (including, without limitation, for negligence or any other category of liability whatsoever) for:
: (i) any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Debt Loan Document or the Security Property Collateral, unless directly caused by its gross negligence or wilful willful misconduct;
; (ii) exercising exercising, or not exercising exercising, any right, power, authority or discretion given to it by, or in connection with, any Debt Loan Document, the Security Property Collateral or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Debt Loan Document or the Security Property;
Collateral; (iii) any shortfall which arises on the enforcement or realisation realization of the Security PropertyCollateral; or
or (iv) without prejudice to the generality of paragraphs (i) to (iii) above, any damages, costs, lossescosts or losses to any person, any diminution in value or any liability whatsoever arising as a result of:
: (A) any act, event or circumstance not reasonably within its control; or
or (B) the general risks of investment in, or the holding of assets in, any jurisdiction, including (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of: nationalisationnationalization, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assets; breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.
(b) No Party (other than the Common Security Agent, that Receiver Collateral Agent or that Delegate (as applicable)its sub-agents) may take any proceedings against any officer, employee or agent of the Common Security AgentCollateral Agent or its sub-agents, a Receiver or a Delegate in respect of any claim it might have against the Common Security Agent, a Receiver Collateral Agent or a Delegate its sub-agents or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Debt Loan Document or any Security Property Collateral and any officer, employee or agent of the Common Security Agent, a Receiver Collateral Agent or a Delegate its sub-agents may rely on this Clause paragraph subject to Clause 1.5 (Third party rights) and the provisions of the Third Parties Actany applicable law or regulation.
(c) The Collateral Agent will not be liable for any delay (or any related consequences) in crediting an account with an amount required under the Loan Documents to be paid by the Collateral Agent if the Collateral Agent has taken all necessary steps as soon as reasonably practicable to comply with the regulations or operating procedures of any recognized clearing or settlement system used by the Collateral Agent for that purpose.
(d) Nothing in this Agreement shall oblige the Common Security Collateral Agent to carry out:
: (i) any “know your customer” or other checks in relation to any person; or
or (ii) any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Primary CreditorLoan Party, on behalf of any Primary Creditor and each Primary Creditor confirms to the Common Security Agent that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Common Security Agent.Secured
(de) Without prejudice to any provision of any Debt Loan Document excluding or limiting the liability of the Common Security Agent, any Receiver Collateral Agent or Delegate or the POA Agentits sub-agents, any liability of the Common Security Agent, any Receiver Collateral Agent or Delegate or the POA Agent its sub-agents arising under or in connection with any Debt Loan Document or the Security Property Collateral shall be limited to the amount of actual loss which has been finally judicially determined to have been suffered (as determined by reference to the date of default of the Common Security Agent, Receiver, Delegate Collateral Agent or POA Agent (as the case may be) its sub-agents or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Common Security Agent, Receiver, Delegate Collateral Agent or POA Agent (as the case may be) its sub-agents at any time which increase the amount of that loss. In no event shall the Common Security Agent, any Receiver Collateral Agent or Delegate or the POA Agent its sub-agents be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Common Security Agent, Receiver, Delegate Collateral Agent or POA Agent (as the case may be) its sub-agents has been advised of the possibility of such loss or damages.
Appears in 1 contract
EXCLUSION OF LIABILITY. (a) Without limiting paragraph (b(b) below (and without prejudice to any other provision of any Debt Finance Document excluding or limiting the liability of the Common Security Agent, Agent or any Receiver or DelegateAncillary Lender), none of the Common Security Agent, any Receiver Agent nor any Delegate Ancillary Lender will be liable for:
(i) any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Debt Finance Document or the Security Property Transaction Security, unless directly caused by its gross negligence negligence, fraud, willful default or wilful willful misconduct;
(ii) exercising exercising, or not exercising exercising, any right, power, authority or discretion given to it by, or in connection with, any Debt Finance Document, the Transaction Security Property or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Debt Finance Document or the Security PropertyTransaction Security, unless directly caused by its gross negligence, fraud, willful default or willful misconduct;
(iii) any shortfall which arises on the enforcement or realisation of the Security Property; or
(iv) without prejudice to the generality of paragraphs (i(i) to (iiiand (ii) above, any damages, costs, lossescosts or losses to any person, any diminution in value or any liability whatsoever arising as a result of:
(A) any act, event or circumstance not reasonably within its control; or
(B) the general risks of investment in, or the holding of assets in, any jurisdiction, including (in each case and without limitationcase) such damages, costs, losses, diminution in value or liability arising as a result of: nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assetsassets (including any Disruption Event); breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.
(b) No Party (other than the Common Security Agent, that Receiver Agent or that Delegate an A▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (as applicable)) may take any proceedings against any officer, employee or agent of the Common Security Agent, a Receiver Agent or a Delegate any Ancillary Lender in respect of any claim it might have against the Common Security Agent, a Receiver Agent or a Delegate an Ancillary Lender or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Debt Finance Document or any Security Property and any officer, employee or agent of the Common Security Agent, a Receiver Agent or a Delegate any Ancillary Lender may rely on this Clause 30.9 subject to Clause 1.5 1.6 (Third party rights) and the provisions of the Third Parties Act.
(c) The Agent will not be liable for any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by the Agent if 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) Nothing in this Agreement shall oblige the Common Security Agent to carry out:
(i) any “know your customer” or other checks in relation to any person; or
(ii) any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Primary CreditorLender or for any Affiliate of any Lender, on behalf of any Primary Creditor Lender and each Primary Creditor Lender confirms to the Common Security Agent that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Common Security Agent.
(de) Without prejudice to any provision of any Debt Finance Document excluding or limiting the liability of the Common Security Agent, any Receiver or Delegate or the POA Agent’s liability, any liability of the Common Security Agent, any Receiver or Delegate or the POA Agent arising under or in connection with any Debt Finance Document or the Transaction Security Property shall be limited to the amount of actual loss which has been finally judicially determined to have been suffered (as determined by reference to the date of default of the Common Security Agent, Receiver, Delegate or POA Agent (as the case may be) or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Common Security Agent, Receiver, Delegate or POA Agent (as the case may be) at any time which increase the amount of that loss. In no event shall the Common Security Agent, any Receiver or Delegate or the POA Agent be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Common Security Agent, Receiver, Delegate or POA Agent (as the case may be) has been advised of the possibility of such loss or damages.
Appears in 1 contract
Sources: Senior Facilities Agreement (Inspired Entertainment, Inc.)
EXCLUSION OF LIABILITY. (a) Without limiting paragraph (b) below (and without prejudice to any other provision of any Debt Document excluding or limiting below, neither the liability of Agent nor the Common Security Agent, any Receiver or Delegate), none of the Common Security Agent, any Receiver nor any Delegate Agent will be liable (including, without limitation, for negligence or any other category of liability whatsoever) for:
(i) any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Debt Document or the Security Property Finance Document, unless directly caused by its gross negligence or wilful misconduct;
(ii) exercising exercising, or not exercising exercising, any right, power, authority or discretion given to it by, or in connection with, any Debt Document, the Security Property Finance Document or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Debt Document or the Security Property;
(iii) any shortfall which arises on the enforcement or realisation of the Security PropertyFinance Document; or
(iviii) without prejudice to the generality of paragraphs (i) to and (iiiii) above, any damages, costs, lossescosts or losses to any person, any diminution in value or any liability whatsoever arising as a result of:
(A) any act, event or circumstance not reasonably within its control; or
(B) the general risks of investment in, or the holding of assets in, any jurisdiction, including (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of: nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assetsassets (including any Disruption Event); breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.
(b) No Party (other than the Common Agent or the Security Agent, that Receiver or that Delegate (as applicable)) may take any proceedings against any officer, employee or agent of the Common Agent or the Security Agent, a Receiver or a Delegate Agent in respect of any claim it might have against the Common Agent or the Security Agent, a Receiver or a Delegate Agent or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Debt Finance Document or any Security Property and any officer, employee or agent of the Common Agent or the Security Agent, a Receiver or a Delegate Agent may rely on this Clause 27.10 subject to Clause 1.5 (Third party rightsParty Rights) and the provisions of the Third Parties Act.
(c) Neither the Agent nor the Security Agent will be liable for any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by it if it 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 it for that purpose.
(d) Nothing in this Agreement shall oblige the Common Agent or the Security Agent to carry out:
(i) any “know your customer” or other checks in relation to any personperson on behalf of any Lender; or
(ii) any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Primary CreditorLender, on behalf of any Primary Creditor and each Primary Creditor Lender confirms to the Common Agent and the Security Agent that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Common Agent and the Security Agent.
(de) Without prejudice to any provision of any Debt Finance Document excluding or limiting the liability of Agent’s or the Common Security Agent, any Receiver or Delegate or the POA Agent’s liability, any liability of the Common Security Agent, any Receiver or Delegate Agent or the POA Security Agent arising under or in connection with any Debt Finance Document or the Security Property shall be limited to the amount of actual loss which has been finally judicially determined to have been suffered (as determined by reference to the date of default of the Common Agent or the Security Agent, Receiver, Delegate or POA Agent (as the case may beapplicable) or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Common Agent or the Security Agent, Receiver, Delegate or POA Agent (as the case may beapplicable) at any time which increase the amount of that loss. In no event shall the Common Security Agent, any Receiver or Delegate Agent or the POA Security Agent be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Common Agent or the Security Agent, Receiver, Delegate or POA Agent (as the case may beapplicable) has been advised of the possibility of such loss or damages.
Appears in 1 contract
EXCLUSION OF LIABILITY. (a) Without limiting paragraph (b) below (and without prejudice to any other provision of any Debt Finance Document excluding or limiting the liability of the Common Security Agent, Agent or any Receiver or Delegate), none of the Common Security Agent, Agent nor any Receiver nor any or Delegate will be liable for:
(i) any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Debt Transaction Document or the Security Property Property, unless directly caused by its gross negligence or wilful misconduct;
(ii) exercising exercising, or not exercising exercising, any right, power, authority or discretion given to it by, or in connection with, any Debt Transaction Document, the Security Property or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Debt Transaction Document or the Security Property;; or
(iii) any shortfall which arises on the enforcement or realisation of the Security Property; or
(iv) without prejudice to the generality of sub-paragraphs (i) to (iii) above, any damages, costs, lossescosts or losses to any person, any diminution in value or any liability whatsoever arising as a result of:
(A) any act, event or circumstance not reasonably within its control; or
(B) the general risks of investment in, or the holding of assets in, any jurisdiction, including (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of: of nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assetsassets (including any Disruption Event); breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.
(b) No Party (other than the Common Security Agent, that Receiver or that Delegate (as applicable)) may take any proceedings against any officer, employee or agent of the Common Security Agent, a Receiver or a Delegate in respect of any claim it might have against the Common Security Agent, a Receiver or a Delegate or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Debt Transaction Document or any Security Property and any officer, employee or agent of the Common Security Agent, a Receiver or a Delegate may rely on this Clause paragraph (b) subject to Clause 1.5 (Third party rights) and the provisions of the Third Parties Act.
(c) The Security Agent will not be liable for any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by the Security Agent if the Security 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 Security Agent for that purpose.
(d) Nothing in this Agreement shall oblige the Common Security Agent to carry out:
(i) any “know your customer” or other checks in relation to any person; or
(ii) any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Primary CreditorFinance Party, on behalf of any Primary Creditor Finance Party and each Primary Creditor Finance Party confirms to the Common Security Agent that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Common Security Agent.
(de) Without prejudice to any provision of any Debt Finance Document excluding or limiting the liability of the Common Security Agent, Agent or any Receiver or Delegate or the POA AgentDelegate, any liability of the Common Security Agent, Agent or any Receiver or Delegate or the POA Agent arising under or in connection with any Debt Transaction Document or the Security Property shall be limited to the amount of actual loss which has been finally judicially determined to have been suffered (as determined by reference to the date of default of the Common Security Agent, Receiver, . Receiver or Delegate or POA Agent (as the case may be) or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Common Security Agent, Receiver, any Receiver or Delegate or POA Agent (as the case may be) at any time which increase the amount of that loss. In no event shall the Common Security Agent, any Receiver or Delegate or the POA Agent be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Common Security Agent, Receiver, the Receiver or Delegate or POA Agent (as the case may be) has been advised of the possibility of such loss or damages.
Appears in 1 contract
EXCLUSION OF LIABILITY. (a) Without limiting paragraph (b) below (and without prejudice to any other provision of any Debt Finance Document excluding or limiting the liability of the Common Security Agent, any Receiver or Delegate), none of the Common Security Agent, any Receiver nor any Delegate Agent will not be liable (including without limitation, for negligence or any other category or liability whatsoever) for:
(i) any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Debt Document or the Security Property Finance Document, unless directly caused by its gross negligence or wilful misconduct;
(ii) exercising exercising, or not exercising exercising, any right, power, authority or discretion given to it by, or in connection with, any Debt Document, the Security Property Finance Document or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Debt Document Finance Document, unless directly caused by its gross negligence or the Security Propertywilful misconduct;
(iii) any shortfall which arises on the enforcement or realisation of the Security Property; or
(iv) without prejudice to the generality of paragraphs (i) to and (iiiii) above, any damages, costs, lossescosts or losses to any person, any diminution in value or any liability whatsoever (but not including any claim based on the fraud of the Agent) arising as a result of:
(A) any act, event or circumstance not reasonably within its control; or
(B) the general risks of investment in, or the holding of assets in, any jurisdiction, including (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of: nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assetsassets (including any Disruption Event); breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.
(b) No Party (other than the Common Security Agent, that Receiver or that Delegate (as applicable)) may take any proceedings against any officer, employee or agent of the Common Security Agent, a Receiver or a Delegate Agent in respect of any claim it might have against the Common Security Agent, a Receiver or a Delegate Agent or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Debt Finance Document or any Security Property and any officer, employee or agent of the Common Security Agent, a Receiver or a Delegate Agent may rely on this Clause paragraph (b) subject to Clause 1.5 1.4 (Third party rights) and the provisions of the Third Parties Act.
(c) The Agent will not be liable for any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by the Agent if 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) Nothing in this Agreement shall oblige the Common Security Agent or the Arranger to carry out:
(i) any “"know your customer” " or other checks in relation to any person; or
(ii) any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Primary CreditorFinance Party, on behalf of any Primary Creditor Finance Party and each Primary Creditor Finance Party confirms to the Common Security Agent and the Arranger that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Common Security AgentAgent or the Arranger.
(de) Without prejudice to any provision of any Debt Finance Document excluding or limiting the liability of the Common Security Agent, any Receiver or Delegate or the POA Agent's liability, any liability of the Common Security Agent, any Receiver or Delegate or the POA Agent arising under or in connection with any Debt Finance Document or the Security Property shall be limited to the amount of actual loss which has been finally judicially determined to have been suffered (as determined by reference to the date of default of the Common Security Agent, Receiver, Delegate or POA Agent (as the case may be) or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Common Security Agent, Receiver, Delegate or POA Agent (as the case may be) at any time which increase the amount of that loss. In no event shall the Common Security Agent, any Receiver or Delegate or the POA Agent be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Common Security Agent, Receiver, Delegate or POA Agent (as the case may be) has been advised of the possibility of such loss or damages.
Appears in 1 contract
Sources: Facilities Agreement
EXCLUSION OF LIABILITY. (a) Without limiting paragraph (b) below (and without prejudice to any other provision of any Debt Finance Document excluding or limiting the liability of the Common Security Agent, any Receiver or DelegateLender), none of the Common Security Agent, any Receiver nor any Delegate Lender will not be liable for:
(i) any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Debt Finance Document or the Security Property Transaction Security, unless directly caused by its gross negligence or wilful misconduct;
(ii) exercising exercising, or not exercising exercising, any right, power, authority or discretion given to it by, or in connection with, any Debt Finance Document, the Transaction Security Property or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Debt Finance Document or the Security Property;
(iii) any shortfall which arises on the enforcement or realisation of the Security PropertyTransaction Security; or
(iviii) without prejudice to the generality of paragraphs (i) to and (iiiii) above, any damages, costs, lossescosts or losses to any person, any diminution in value or any liability whatsoever arising as a result of:
(A) any act, event or circumstance not reasonably within its control; or
(B) the general risks of investment in, or the holding of assets in, any jurisdiction, including (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of: nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assets; breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.
(b) No Party (other than the Common Security Agent, that Receiver or that Delegate (as applicable)Lender) may take any proceedings against any officer, employee or agent of the Common Security AgentLender, a Receiver or a Delegate in respect of any claim it might have against the Common Security Agent, a Receiver or a Delegate Lender or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Debt Finance Document or any Security Property Transaction Document and any officer, employee or agent of the Common Security Agent, a Receiver or a Delegate Lender may rely on this Clause subject to Clause 1.5 (Third party rights) and the provisions of the Third Parties Act.
(c) Nothing in this Agreement shall oblige the Common Security Agent to carry out:
(i) any “know your customer” or other checks in relation to any person; or
(ii) any check on the extent to which any transaction contemplated by this Agreement might The Lender will not be unlawful liable for any Primary Creditor, on behalf delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by the Lender if the Lender has taken all necessary steps as soon as reasonably practicable to comply with the regulations or operating procedures of any Primary Creditor and each Primary Creditor confirms to the Common Security Agent that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made recognised clearing or settlement system used by the Common Security AgentLender for that purpose.
(d) Without prejudice to any provision of any Debt Finance Document excluding or limiting the liability of the Common Security Agent, any Receiver or Delegate or the POA AgentLender’s liability, any liability of the Common Security Agent, any Receiver or Delegate or the POA Agent Lender arising under or in connection with any Debt Finance Document or the Transaction Security Property shall be limited to the amount of actual loss which has been finally judicially determined to have been suffered (as determined by reference to the date of default of the Common Security Agent, Receiver, Delegate or POA Agent (as the case may be) Lender or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Common Security Agent, Receiver, Delegate or POA Agent (as the case may be) Lender at any time which increase the amount of that loss. In no event shall the Common Security Agent, any Receiver or Delegate or the POA Agent Lender be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Common Security Agent, Receiver, Delegate or POA Agent (as the case may be) Lender has been advised of the possibility of such loss or damages.
Appears in 1 contract
EXCLUSION OF LIABILITY. (a) Without limiting paragraph (b) b) below (and without prejudice to any other provision of any Debt Finance Document excluding or limiting the liability of the Common Security Agent, any Receiver or Delegate), none of the Common Security Agent, any Receiver nor any Delegate Agent will not be liable for:
(i) any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Debt Finance Document or the Transaction Security Property unless directly caused by its gross negligence or wilful misconduct;
(ii) exercising or not exercising any right, power, authority or discretion given to it by, or in connection with, any Debt Finance Document, the Transaction Security Property or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Debt Finance Document or the Security PropertyTransaction Security;
(iii) any shortfall which arises on the enforcement or realisation of the Transaction Security Propertyor the Guarantee; or
(iv) without prejudice to the generality of paragraphs (i) i) to (iii) iii) above, any damages, costs, losses, any diminution in value or any liability whatsoever arising as a result of:
(A) any act, event or circumstance not reasonably within its control; or
(B) the general risks of investment in, or the holding of assets in, any jurisdiction, including (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of: nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assets; breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.
(b) No Party (other than the Common Security Agent, that Receiver or that Delegate (as applicable)) may take any proceedings against any officer, employee or agent of the Common Security Agent, a Receiver or a Delegate in respect of any claim it might have against the Common Security Agent, a Receiver or a Delegate or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Debt Document or any Security Property and any officer, employee or agent of the Common Security Agent, a Receiver or a Delegate may rely on this Clause subject to Clause 1.5 (Third party rights) and the provisions of the Third Parties Act.
(c) Nothing in this Agreement shall oblige the Common Security Agent to carry out:
(i) any “know your customer” or other checks in relation to any person; or
(ii) any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Primary Creditor, on behalf of any Primary Creditor and each Primary Creditor confirms to the Common Security Agent that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Common Security Agent.
(d) Without prejudice to any provision of any Debt Document excluding or limiting the liability of the Common Security Agent, any Receiver or Delegate or the POA Agent, any liability of the Common Security Agent, any Receiver or Delegate or the POA Agent arising under or in connection with any Debt Document or the Security Property shall be limited to the amount of actual loss which has been finally judicially determined to have been suffered (as determined by reference to the date of default of the Common Security Agent, Receiver, Delegate or POA Agent (as the case may be) or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Common Security Agent, Receiver, Delegate or POA Agent (as the case may be) at any time which increase the amount of that loss. In no event shall the Common Security Agent, any Receiver or Delegate or the POA Agent be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Common Security Agent, Receiver, Delegate or POA Agent (as the case may be) has been advised of the possibility of such loss or damages.
Appears in 1 contract
EXCLUSION OF LIABILITY. (a) 27.16.1 Without limiting paragraph (b) Clause 27.14.2 below (and without prejudice to any other provision of any Debt Finance Document excluding or limiting the liability of the Common Security Agent, any Receiver the Sustainability Agent or Delegate), the Sustainability Coordinators) none of the Common Security Agent, any Receiver nor any Delegate the Sustainability Agent or the Sustainability Coordinators will be liable for:
(i) 27.16.1.1 any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Debt Document or the Security Property Finance Document, unless directly caused by its gross negligence or wilful misconduct;; Sibanye ZAR RCF
(ii) exercising 27.16.1.2 exercising, or not exercising exercising, any right, power, authority or discretion given to it by, or in connection with, any Debt Document, the Security Property Finance Document or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Debt Document Finance Document, other than by reason of its gross negligence or the Security Property;
(iii) any shortfall which arises on the enforcement or realisation of the Security Propertywilful misconduct; or
(iv) 27.16.1.3 without prejudice to the generality of paragraphs (i) to (iii) Clauses 27.14.1.1 and 27.14.1.2 above, any damages, costs, lossescosts or losses to any person, any diminution in value or any liability whatsoever (including, without limitation, for negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) arising as a result of:
(A) 27.16.1.3.1 any act, event or circumstance not reasonably within its control; or
(B) 27.16.1.3.2 the general risks of investment in, or the holding of assets in, any jurisdiction, including (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of: of nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assetsassets (including any Disruption Event); breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.
(b) No Party (other than the Common Security Agent, that Receiver or that Delegate (as applicable)) may take any proceedings against any officer, employee or agent of the Common Security Agent, a Receiver or a Delegate in respect of any claim it might have against the Common Security Agent, a Receiver or a Delegate or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Debt Document or any Security Property and any officer, employee or agent of the Common Security Agent, a Receiver or a Delegate may rely on this Clause subject to Clause 1.5 (Third party rights) and the provisions of the Third Parties Act.
(c) Nothing in this Agreement shall oblige the Common Security Agent to carry out:
(i) any “know your customer” or other checks in relation to any person; or
(ii) any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Primary Creditor, on behalf of any Primary Creditor and each Primary Creditor confirms to the Common Security Agent that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Common Security Agent.
(d) Without prejudice to any provision of any Debt Document excluding or limiting the liability of the Common Security Agent, any Receiver or Delegate or the POA Agent, any liability of the Common Security Agent, any Receiver or Delegate or the POA Agent arising under or in connection with any Debt Document or the Security Property shall be limited to the amount of actual loss which has been finally judicially determined to have been suffered (as determined by reference to the date of default of the Common Security Agent, Receiver, Delegate or POA Agent (as the case may be) or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Common Security Agent, Receiver, Delegate or POA Agent (as the case may be) at any time which increase the amount of that loss. In no event shall the Common Security Agent, any Receiver or Delegate or the POA Agent be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Common Security Agent, Receiver, Delegate or POA Agent (as the case may be) has been advised of the possibility of such loss or damages.
Appears in 1 contract
Sources: Revolving Credit Facility Agreement (Sibanye Stillwater LTD)
EXCLUSION OF LIABILITY. (a) Without limiting paragraph (b) below (and without prejudice to any other provision of any Debt Finance Document excluding or limiting the liability of the Common Security Agent, Agent or any Receiver or DelegateAncillary Lender), none of neither the Common Security Agent, any Receiver Agent nor any Delegate Ancillary Lender will be liable for:
(i) any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Debt Document or the Security Property Finance Document, unless directly caused by its gross negligence or wilful misconduct;
(ii) exercising exercising, or not exercising exercising, any right, power, authority or discretion given to it by, or in connection with, any Debt Document, the Security Property Finance Document or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Debt Document Finance Document, other than by reason of its gross negligence or the Security Property;
(iii) any shortfall which arises on the enforcement or realisation of the Security Propertywilful misconduct; or
(iviii) without prejudice to the generality of paragraphs (i) to and (iiiii) above, any damages, costs, lossescosts or losses to any person, any diminution in value or any liability whatsoever (including, without limitation, for negligence or any other category of liability whatsoever) but not including any claim based on the fraud of the Agent) arising as a result of:
(A) any act, event or circumstance not reasonably within its control; or
(B) the general risks of investment in, or the holding of assets in, any jurisdiction, including (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of: nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assetsassets (including any Disruption Event); breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.
(b) No Party (other than the Common Security Agent, that Receiver Agent or that Delegate an ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (as applicable)) may take any proceedings against any officer, employee or agent of the Common Security AgentAgent or any Ancillary Lender, a Receiver or a Delegate in respect of any claim it might have against the Common Security Agent, a Receiver Agent or a Delegate an Ancillary Lender or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Debt Finance Document or any Security Property and any officer, employee or agent of the Common Security Agent, a Receiver Agent or a Delegate any Ancillary Lender may rely on this Clause paragraph (b) subject to Clause 1.5 1.4 (Third party rights) and the provisions of the Third Parties Act.
(c) The Agent will not be liable for any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by the Agent if 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) Nothing in this Agreement shall oblige the Common Security Agent to carry out:: DocuSign Envelope ID: 9280C6A2-0B54-4105-ADC3-B64316B92B07
(i) any “"know your customer” " or other checks in relation to any person; or
(ii) any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Primary CreditorLender or for any Affiliate of any Lender, on behalf of any Primary Creditor Lender and each Primary Creditor Lender confirms to the Common Security Agent that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Common Security Agent.
(de) Without prejudice to any provision of any Debt Finance Document excluding or limiting the liability of the Common Security Agent, any Receiver or Delegate or the POA Agent's liability, any liability of the Common Security Agent, any Receiver or Delegate or the POA Agent arising under or in connection with any Debt Finance Document or the Security Property shall be limited to the amount of actual loss which has been finally judicially determined to have been suffered (as determined by reference to the date of default of the Common Security Agent, Receiver, Delegate or POA Agent (as the case may be) or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Common Security Agent, Receiver, Delegate or POA Agent (as the case may be) at any time which increase the amount of that loss. In no event shall the Common Security Agent, any Receiver or Delegate or the POA Agent be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Common Security Agent, Receiver, Delegate or POA Agent (as the case may be) has been advised of the possibility of such loss or damages.
Appears in 1 contract
EXCLUSION OF LIABILITY. (a) Without limiting paragraph (b) below (and without prejudice to any other provision of any Debt Transaction Document excluding or limiting the liability of the Common Security Agent, any Receiver or DelegateTransaction Administrator), none of the Common Security Agent, any Receiver nor any Delegate Transaction Administrator will not be liable for:
(i) any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Debt Document or the Security Property Transaction Document, unless directly caused by its gross negligence or wilful misconduct;
(ii) exercising exercising, or not exercising exercising, any right, power, authority or discretion given to it by, or in connection with, any Debt Document, the Security Property Transaction Document or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Debt Document Transaction Document, other than by reason of its gross negligence or the Security Property;
(iii) any shortfall which arises on the enforcement or realisation of the Security Propertywilful misconduct; or
(iviii) without prejudice to the generality of paragraphs (i) to and (iiiii) above, any damages, costs, lossescosts or losses to any person, any diminution in value or any liability whatsoever (including, without limitation, for negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Transaction Administrator) arising as a result of:
(A) of any act, event or circumstance not reasonably within its control; or
(B) the general risks of investment in, or the holding of assets in, any jurisdiction, control including (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of: of nationalisation, expropriation or other governmental actions; , any regulation, currency restriction, devaluation or fluctuation; , market conditions affecting the execution or settlement of transactions or the value of assets; assets (including any Disruption Event), breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; , natural disasters or acts of God; , war, terrorism, insurrection or revolution; , or strikes or industrial action.
(b) No Party (other than the Common Security Agent, that Receiver or that Delegate (as applicable)Transaction Administrator) may take any proceedings against any officer, employee or agent of the Common Security Agent, a Receiver or a Delegate Transaction Administrator in respect of any claim it might have against the Common Security Agent, a Receiver or a Delegate Transaction Administrator or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Debt Transaction Document or any Security Property and any officer, employee or agent of the Common Security Agent, a Receiver or a Delegate Transaction Administrator may rely on this Clause subject to Clause 1.5 (Third party rights) and the provisions of the Third Parties ActClause.
(c) Nothing in this Agreement shall oblige the Common Security Agent to carry out:
(i) any “know your customer” or other checks in relation to any person; or
(ii) any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Primary Creditor, on behalf of any Primary Creditor and each Primary Creditor confirms to the Common Security Agent that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Common Security Agent.
(d) Without prejudice to any provision of any Debt Transaction Document excluding or limiting the liability of the Common Security Agent, any Receiver or Delegate or the POA AgentTransaction Administrator’s liability, any liability of the Common Security Agent, any Receiver or Delegate or the POA Agent Transaction Administrator arising under or in connection with any Debt Transaction Document or the Security Property shall be limited to the amount of actual loss which has been finally judicially determined to have been suffered (as determined by reference to the date of default of the Common Security Agent, Receiver, Delegate or POA Agent (as the case may be) Transaction Administrator or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Common Security Agent, Receiver, Delegate or POA Agent (as the case may be) Transaction Administrator at any time which increase the amount of that loss. In no event shall the Common Security Agent, any Receiver or Delegate or the POA Agent Transaction Administrator be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Common Security Agent, Receiver, Delegate or POA Agent (as the case may be) Transaction Administrator has been advised of the possibility of such loss or damages.
Appears in 1 contract
Sources: Receivables Purchase and Servicing Agreement (Ferro Corp)
EXCLUSION OF LIABILITY. (a) Without limiting paragraph (b) below (and without prejudice to any other provision of any Debt Finance Document excluding or limiting the liability of the Common Security Agent, any Receiver or Delegate), none of the Common Security Agent, any Receiver nor any Delegate will be liable for:
(i) any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Debt Finance Document or the Transaction Security Property unless directly caused by its gross negligence or wilful misconduct;
(ii) exercising or not exercising any right, power, authority or discretion given to it by, or in connection with, any Debt Finance Document, the Transaction Security Property or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Debt Finance Document or the Security PropertyTransaction Security, other than by reason of its gross negligence or wilful misconduct;
(iii) any shortfall which arises on the enforcement or realisation of the Security PropertyTransaction Security; or
(iv) without prejudice to the generality of paragraphs (i) to (iii) above, any damages, costs, losses, any diminution in value or any liability whatsoever (but not including any claim based on the fraud of the Security Agent) arising as a result of:
(A) any act, event or circumstance not reasonably within its control; or
(B) the general risks of investment in, or the holding of assets in, any jurisdiction, including (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of: nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assets; breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.
(b) No Party (other than the Common Security Agent, that Receiver or that Delegate (as applicable)) may take any proceedings against any officer, employee or agent of the Common Security Agent, a Receiver or a Delegate in respect of any claim it might have against the Common Security Agent, a Receiver or a Delegate or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Debt Finance Document or any Transaction Security Property and any officer, employee or agent of the Common Security Agent, a Receiver or a Delegate may rely on this Clause paragraph (b) subject to Clause 1.5 1.4 (Third party rights) and the provisions of the Third Parties Act.
(c) Nothing in this Agreement shall oblige the Common Security Agent to carry out:
(i) any “know your customer” or other checks in relation to any person; or
(ii) any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Primary Creditorother Secured Party, on behalf of any Primary Creditor other Secured Party and each Primary Creditor other Secured Party confirms to the Common Security Agent that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Common Security Agent.
(d) Without prejudice to any provision of any Debt Finance Document excluding or limiting the liability of the Common Security Agent, any Receiver or Delegate, any liability of the Security Agent, any Receiver or Delegate or the POA Agent, any liability of the Common Security Agent, any Receiver or Delegate or the POA Agent arising under or in connection with any Debt Finance Document or the Transaction Security Property shall be limited to the amount of actual loss which has been finally judicially determined to have been suffered (as determined by reference to the date of default of the Common Security Agent, Receiver, Receiver or Delegate or POA Agent (as the case may be) or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Common Security Agent, Receiver, Receiver or Delegate or POA Agent (as the case may be) at any time which increase the amount of that loss. In no event shall the Common Security Agent, any Receiver or Delegate or the POA Agent be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Common Security Agent, Receiver, Receiver or Delegate or POA Agent (as the case may be) has been advised of the possibility of such loss or damages.
Appears in 1 contract
EXCLUSION OF LIABILITY. (a) Without limiting paragraph clause (b) below (and without prejudice to any other provision of any Debt Note Document excluding or limiting the liability of the Common Security Collateral Agent, any Receiver or Delegate), none of the Common Security Agent, any Receiver nor any Delegate Collateral Agent will not be liable for:
(i) any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Debt Note Document or the Security Property Collateral, unless directly caused by its gross negligence or wilful misconductwillful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction;
(ii) exercising exercising, or not exercising exercising, any right, power, authority or discretion given to it by, or in connection with, any Debt Note Document, the Security Property Collateral or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Debt Note Document or the Security Property;Collateral other than by reason of its gross negligence of willful misconduct; or
(iii) any shortfall which arises on the enforcement or realisation realization of the Security PropertyCollateral so long as the Collateral Agent has otherwise acted in accordance with the terms of the Note Documents and applicable Law; or
(iv) without prejudice to the generality of paragraphs clause (i) to through and including clause (iii) above, any damages, costs, lossescosts or losses to any person, any diminution in value or any liability whatsoever (including, without limitation, for negligence or any other category of liability whatsoever but not including any claim based on the actual fraud of the Administrative Agent) arising as a result of:
(A) any act, event or circumstance not reasonably within its control; or
(B) the general risks of investment in, or the holding of assets in, any jurisdiction, including (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of: nationalisationof nationalization, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assets; breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.
(b) No Party (other than the Common Security Agent, that Receiver or that Delegate (as applicable)) Collateral Agent may take any proceedings against any officer, employee employee, receiver, delegate or agent of the Common Security Agent, a Receiver or a Delegate Collateral Agent in respect of any claim it might have against the Common Security Agent, a Receiver or a Delegate Collateral Agent or in respect of any act or omission of any kind by that officer, employee employee, receiver, delegate or agent in relation to any Debt Note Document or any Security Property Collateral and any officer, employee employee, receiver, delegate or agent of the Common Security Agent, a Receiver or a Delegate Collateral Agent may rely on this Clause subject to Clause 1.5 (Third party rights) and the provisions of the Third Parties ActSection 13.11.
(c) The Collateral Agent will not be liable for any delay (or any related consequences) in crediting an account with an amount required under the Note Documents to be paid by the Collateral Agent if the Collateral Agent has taken all necessary steps as soon as reasonably practicable to comply with the regulations or operating procedures of any recognized clearing or settlement system used by the Collateral Agent for that purpose.
(d) Nothing in this Agreement Note shall oblige the Common Security Collateral Agent to carry out:
(i) any “know your customer” or other checks in relation to any person; or
(ii) any check on the extent to which any transaction contemplated by this Agreement Note might be unlawful for any Primary CreditorFinance Party, on behalf of any Primary Creditor Finance Party and each Primary Creditor Finance Party confirms to the Common Security Collateral Agent that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Common Security Collateral Agent.
(de) Without prejudice to any provision of any Debt Note Document excluding or limiting the liability of the Common Security Agent, any Receiver or Delegate or the POA Collateral Agent, any liability of the Common Security Agent, any Receiver or Delegate or the POA Collateral Agent arising under or in connection with any Debt Note Document or the Security Property Collateral shall be limited to the amount of actual loss which has been finally judicially determined to have been suffered (as determined by reference to the date of default of the Common Security Agent, Receiver, Delegate or POA Collateral Agent (as the case may be) or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Common Security Collateral Agent, Receiver, Delegate or POA Agent (as the case may be) at any time which increase the amount of that loss. In no event shall the Common Security Agent, any Receiver or Delegate or the POA Collateral Agent be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Common Security AgentCollateral Agent has been advised of the possibility of such loss or damages. In the event that the Collateral Agent initiates any direct claims against any Noteholder or any Obligor as a result of this Note, Receiverthe Collateral Agent agrees that such claims shall exclude any special, Delegate punitive, indirect or POA Agent (as the case may be) consequential damages, whether or not such Person has been advised of the possibility of such loss or damages.
(f) The Collateral Agent shall not be under any obligation to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Note or any other Note Document, or to inspect the properties, books or records of any Obligor or any other Person.
(g) The Collateral Agent shall not be responsible in any manner for any recitals, statements, representations or warranties contained in this Note or any other Note Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Collateral Agent under or in connection with, this Note or any other Note Document or for the creation, perfection or priority of any Lien or security interest created or purported to be created hereunder or under any other Note Document.
(h) The rights, privileges, protections, immunities and benefits given to the Collateral Agent, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable: (i) by the Collateral Agent in each Note Document and any other document related hereto or thereto to which it is a party and (ii) the entity serving as the Collateral Agent in each of its capacities hereunder and in each of its capacities under any Note Document whether or not specifically set forth therein and each agent, custodian and other Person employed to act hereunder and under any Note Document or related document, as the case may be.
Appears in 1 contract
EXCLUSION OF LIABILITY. (a) Without limiting paragraph (bclause 26.10(b) below (and without prejudice to any other provision of any Debt Finance Document excluding or limiting the liability of the Common Security Facility Agent or any Representative appointed by the Facility Agent, any Receiver or Delegate), none of the Common Security Agent, any Receiver Facility Agent nor any Delegate Representative appointed by the Facility Agent will be liable for:
(i) any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Debt Finance Document or the Security Property Transaction Security, unless directly caused by its gross negligence or wilful misconduct;
(ii) exercising exercising, or not exercising exercising, any right, power, authority or discretion given to it by, or in connection with, any Debt Document, Finance Document or the Transaction Security Property or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Debt Finance Document or the Security PropertyTransaction Security, other than by reason of its gross negligence or wilful misconduct;
(iii) any shortfall which arises on the enforcement or realisation of the Security PropertyTransaction Security; or
(iv) without prejudice to the generality of paragraphs (iclauses 26.10(a)(i) to (iii) above26.10(a)(iii), any damages, costs, lossescosts or losses to any person, any diminution in value or any liability whatsoever (including, without limitation, for negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Facility Agent) arising as a result of:
(A) any act, event or circumstance not reasonably within its control; or
(B) the general risks of investment in, or the holding of assets in, any jurisdiction, including (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of: nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assetsassets (including any Disruption Event); breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.
(b) No Party (other than the Common Security Facility Agent, that Receiver or that Delegate (as applicable)) may take any proceedings against any officer, employee or agent Facility Agent of the Common Security Agent, a Receiver or a Delegate Facility Agent in respect of any claim it might have against the Common Security Agent, a Receiver or a Delegate Facility Agent or in respect of any act or omission of any kind by that officer, employee or agent Facility Agent in relation to any Debt Finance Document or any Security Property Finance Document and any officer, employee or agent Facility Agent of the Common Security Agent, a Receiver or a Delegate Facility Agent may rely on this Clause subject to Clause 1.5 (Third party rights) and the provisions of the Third Parties Actclause.
(c) The Facility Agent will not be liable for any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by the Facility Agent if the Facility 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 Facility Agent for that purpose.
(d) Nothing in this Agreement shall oblige the Common Security Facility Agent or the Arranger to carry out:
(i) any “"know your customer” " or other checks in relation to any person; or
(ii) any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Primary CreditorLender, on behalf of any Primary Creditor Finance Party and each Primary Creditor Finance Party confirms to the Common Security Facility Agent and the Arranger that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Common Security AgentFacility Agent or the Arranger.
(de) Without prejudice to any provision of any Debt Finance Document excluding or limiting the liability of the Common Security Facility Agent, any Receiver or Delegate or the POA Agent's liability, any liability of the Common Security Agent, any Receiver or Delegate or the POA Facility Agent arising under or in connection with any Debt Finance Document or the Security Property shall be limited to the amount of actual loss which has been finally judicially determined to have been suffered (as determined by reference to the date of default of the Common Security Agent, Receiver, Delegate or POA Facility Agent (as the case may be) or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Common Security Agent, Receiver, Delegate or POA Facility Agent (as the case may be) at any time which increase the amount of that loss. In no event shall the Common Security Agent, any Receiver or Delegate or the POA Facility Agent be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Common Security Agent, Receiver, Delegate or POA Facility Agent (as the case may be) has been advised of the possibility of such loss or damages.
Appears in 1 contract
EXCLUSION OF LIABILITY. (a) Without limiting paragraph (bclause 31.10(b) below (and without prejudice to any other provision of any Debt Finance Document excluding or limiting the liability of the Common Security Agent, Agent or any Receiver or DelegateAncillary Lender), none of the Common Security Agent, any Receiver Agent nor any Delegate Ancillary Lender will be liable (including, without limitation, for negligence or any other category of liability whatsoever) for:
(i) any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Debt Finance Document or the Security Property unless directly caused by its gross negligence or wilful misconduct;
(ii) exercising exercising, or not exercising exercising, any right, power, authority or discretion given to it by, or in connection with, any Debt Document, the Security Property Finance Document or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Debt Document or the Security Property;
(iii) any shortfall which arises on the enforcement or realisation of the Security PropertyFinance Document; or
(iviii) without prejudice to the generality of paragraphs (iclause 31.10(a)(i) to (iii) aboveand clause 31.10(a)(ii), any damages, costs, lossescosts or losses to any person, any diminution in value or any liability whatsoever arising as a result of:
(A) any act, event or circumstance not reasonably within its control; or
(B) the general risks of investment in, or the holding of assets in, any jurisdiction, 10-16526587-2\13845-2639 141 including (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of: nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assetsassets (including any Disruption Event); breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.
(b) No Party (other than the Common Security Agent, that Receiver Agent or that Delegate an Ancillary Lender (as applicable)) may take any proceedings against any officer, employee or agent of the Common Security AgentAgent or any Ancillary Lender, a Receiver or a Delegate in respect of any claim it might have against the Common Security Agent, a Receiver Agent or a Delegate an Ancillary Lender or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Debt Finance Document or any Security Property Transaction Document and any officer, employee or agent of the Common Security Agent, a Receiver Agent or a Delegate any Ancillary Lender may rely on this Clause clause subject to Clause 1.5 clause 1.3 (Third party rights) and the provisions of the Third Parties Act.
(c) The Agent will not be liable for any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by the Agent if 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) Nothing in this Agreement shall oblige the Common Security Agent or the Arrangers to carry out:
(i) any “"know your customer” " or other checks in relation to any person; or
(ii) any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Primary CreditorLender or for any Affiliate of any Lender, on behalf of any Primary Creditor Lender and each Primary Creditor Lender confirms to the Common Security Agent and the Arrangers that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Common Security AgentAgent or the Arrangers.
(de) Without prejudice to any provision of any Debt Finance Document excluding or limiting the liability of the Common Security Agent, any Receiver or Delegate or the POA Agent's liability, any liability of the Common Security Agent, any Receiver or Delegate or the POA Agent arising under or in connection with any Debt Finance Document or the Security Property shall be limited to the amount of actual loss which has been finally judicially determined to have been suffered (as determined by reference to the date of default of the Common Security Agent, Receiver, Delegate or POA Agent (as the case may be) or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Common Security Agent, Receiver, Delegate or POA Agent (as the case may be) at any time which increase the amount of that loss. In no event shall the Common Security Agent, any Receiver or Delegate or the POA Agent be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Common Security Agent, Receiver, Delegate or POA Agent (as the case may be) has been advised of the possibility of such loss or damages.
Appears in 1 contract
EXCLUSION OF LIABILITY. (a) Without limiting paragraph (b) below (and without prejudice to any other provision of any Debt Finance Document excluding or limiting the liability of the Common Security Agent, any Receiver or Delegate), none of the Common Security Agent, any Receiver nor any Delegate Agent will not be liable for:
(i) any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Debt Finance Document or the Security Property Transaction Security, unless directly caused by its gross negligence or wilful misconduct;
(ii) exercising exercising, or not exercising exercising, any right, power, authority or discretion given to it by, or in connection with, any Debt Document, Finance Document or the Transaction Security Property or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Debt Finance Document or the Security Property;
(iii) any shortfall which arises on the enforcement Transaction Security, other than by reason of its gross negligence or realisation of the Security Propertywilful misconduct; or
(iviii) without prejudice to the generality of paragraphs (i) to and (iiiii) above, any damages, costs, lossescosts or losses to any person, any diminution in value or any liability whatsoever (including, without limitation, for negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) arising as a result of:
(A) any act, event or circumstance not reasonably within its control; or
(B) the general risks of investment in, or the holding of assets in, any jurisdiction, including (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of: nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assetsassets (including any Disruption Event); breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.
(b) No Party (other than the Common Security Agent, that Receiver or that Delegate (as applicable)) may take any proceedings against any officer, employee or agent of the Common Security Agent, a Receiver or a Delegate Agent in respect of any claim it might have against the Common Security Agent, a Receiver or a Delegate Agent or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Debt Finance Document or any Security Property and any officer, employee or agent of the Common Security Agent, a Receiver or a Delegate Agent may rely on this Clause paragraph (b) subject to Clause 1.5 1.4 (Third party rights) and the provisions of the Third Parties Act.
(c) The Agent will not be liable for any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by the Agent if 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) Nothing in this Agreement shall oblige the Common Security Agent or the Arranger to carry out:
(i) any “know your customer” or other checks in relation to any person; or
(ii) any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Primary CreditorLender or for any Affiliate of any Lender, on behalf of any Primary Creditor Lender and each Primary Creditor Lender confirms to the Common Security Agent and the Arranger that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Common Security AgentAgent or the Arranger.
(de) Without prejudice to any provision of any Debt Finance Document excluding or limiting the liability of the Common Security Agent, any Receiver or Delegate or the POA Agent’s liability, any liability of the Common Security Agent, any Receiver or Delegate or the POA Agent arising under or in connection with any Debt Finance Document or the Security Property shall be limited to the amount of actual loss which has been finally judicially determined to have been suffered (as determined by reference to the date of default of the Common Security Agent, Receiver, Delegate or POA Agent (as the case may be) or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Common Security Agent, Receiver, Delegate or POA Agent (as the case may be) at any time which increase the amount of that loss. In no event shall the Common Security Agent, any Receiver or Delegate or the POA Agent be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Common Security Agent, Receiver, Delegate or POA Agent (as the case may be) has been advised of the possibility of such loss or damages.
Appears in 1 contract
EXCLUSION OF LIABILITY. (a) Without limiting paragraph (b) below (and without prejudice to any other provision of any Debt Document excluding or limiting the liability of the Common Security Agent, any Receiver or Delegate), none of the Common Security Agent, any Receiver nor or any Delegate will be liable for:
(i) any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Debt Document or the Security Property unless directly caused by its own gross negligence or wilful misconduct;
(ii) exercising or not exercising any right, power, authority or discretion given to it by, or in connection with, any Debt Document, the any Transaction Security, any Security Property or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Debt Document Document, any Transaction Security or the any Security Property;
(iii) any shortfall which arises on the enforcement or realisation of the any Transaction Security or any Security Property; or
(iv) without prejudice to the generality of paragraphs (i) to (iii) above, any damages, costs, losses, any diminution in value or any liability whatsoever arising as a result of:
(A) any act, event or circumstance not reasonably within its control; or
(B) the general risks of investment in, or the holding of assets in, any jurisdiction, including (in each case and without limitationcase) such damages, costs, losses, diminution in value or liability arising as a result of: nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assets; breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.
(b) No Party (other than the Common Security Agent, that Receiver or that Delegate (as applicable)) may take any proceedings against any officer, employee or agent of the Common Security Agent, a Receiver or a Delegate in respect of any claim it might have against the Common Security Agent, a Receiver or a Delegate or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Debt Document or any Security Property and any officer, employee or agent of the Common Security Agent, a Receiver or a Delegate may rely on this Clause 18.10 pursuant to the Third Parties Act, subject to Clause 1.5 1.3 (Third party rights) and the provisions of the Third Parties Act.
(c) Nothing in this Agreement shall oblige the Common Security Agent to carry out:
(i) any “know your customer” or other checks in relation to any person; or
(ii) any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Primary Senior Creditor, on behalf of any Primary Creditor Senior Creditor, and each Primary Senior Creditor confirms to the Common Security Agent that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to any such checks made by the Common Security Agent.
(d) Without prejudice to any provision of any Debt Document excluding or limiting the liability of the Common Security Agent, any Receiver or Delegate or the POA Agentany Delegate, any liability of the Common Security Agent, any Receiver or any Delegate or the POA Agent arising under or in connection with any Debt Document Document, any Transaction Security or the any Security Property shall be limited to the amount of actual loss which has been finally judicially determined to have been suffered (as determined by reference to the date of default of the Common Security Agent, Receiver, such Receiver or such Delegate or POA Agent (as the case may be) or, if later, the date on which the such loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Common Security Agent, Receiver, such Receiver or such Delegate or POA Agent (as the case may be) at any time which increase the amount of that such loss. In no event shall the Common Security Agent, any Receiver or any Delegate or the POA Agent be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Common Security Agent, Receiver, such Receiver or such Delegate or POA Agent (as the case may be) has been advised of the possibility of such loss or damages.
Appears in 1 contract
Sources: Deed of Amendment Agreement (RISE Education Cayman LTD)