EXCLUSION OF LIABILITY. (a) Without limiting paragraph (b) below (and without prejudice to any other provision of any Finance Document excluding or limiting the liability of the Security Agent, any Receiver or Delegate), none of the 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 Finance Document or the Transaction Security 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 Finance Document, the Transaction Security or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Finance Document or the Transaction Security; (iii) any shortfall which arises on the enforcement or realisation of the Transaction 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 Security Agent, that Receiver or that Delegate (as applicable)) may take any proceedings against any officer, employee or agent of the Security Agent, a Receiver or a Delegate in respect of any claim it might have against 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 Finance Document or any Transaction Security and any officer, employee or agent of the Security Agent, a Receiver or a Delegate may rely on this paragraph (b) subject to Clause 1.4 (Third party rights) and the provisions of the Third Parties Act. (c) Nothing in this Agreement shall oblige the 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 Secured Party (other than the Security Agent), on behalf of any Secured Party (other than the Security Agent) and each Secured Party (other than the Security Agent) confirms to 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 Security Agent. (d) Without prejudice to any provision of any Finance Document excluding or limiting the liability of the Security Agent, any Receiver or Delegate, any liability of the Security Agent, any Receiver or Delegate arising under or in connection with any Finance Document or the Transaction Security 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 Security Agent, Receiver or 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 Security Agent, Receiver or Delegate (as the case may be) at any time which increase the amount of that loss. In no event shall the Security Agent, any Receiver or 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 Security Agent, Receiver or Delegate (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 Finance 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 value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Finance Debt 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 Finance Debt 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 Finance Debt Document or the Transaction SecuritySecurity Property;
(iii) any shortfall which arises on the enforcement or realisation of the Transaction SecuritySecurity 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 Finance Debt 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 paragraph (b) Clause subject to Clause 1.4 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 Secured Party (other than the Security Agent)Primary Creditor, on behalf of any Secured Party (other than the Security Agent) Primary Creditor and each Secured Party (other than the Security Agent) 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 Finance Debt Document excluding or limiting the liability of the Security Agent, any Receiver or Delegate, any 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 Finance Debt 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, Delegate or Delegate 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, Delegate or Delegate 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, Delegate or Delegate 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 Finance Document excluding or limiting the liability of the Security Agent, any Receiver or Delegate), none of the 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 value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Finance Document or the Transaction Security 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 by, or in connection with with, any Finance Document, the Transaction Security or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Finance Document or the Transaction Security;
(iii) any shortfall which arises on the enforcement , other than by reason of its gross negligence or realisation of the Transaction Securitywilful 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 Security Agent, that Receiver or that Delegate (as applicable)) may take any proceedings against any officer, employee or agent of the Security Agent, a Receiver or a Delegate Agent in respect of any claim it might have against 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 Finance Document or any Transaction Security and any officer, employee or agent of the Security Agent, a Receiver or a Delegate Agent may rely on this paragraph (b) subject to Clause 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 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 Secured Party (other than the Security Agent)Lender or for any Affiliate of any Lender, on behalf of any Secured Party (other than the Security Agent) Lender and each Secured Party (other than the Security Agent) Lender confirms to 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 Security AgentAgent or the Arranger.
(de) Without prejudice to any provision of any Finance Document excluding or limiting the liability of the Security Agent, any Receiver or Delegate’s liability, any liability of the Security Agent, any Receiver or Delegate Agent arising under or in connection with any Finance Document or the Transaction Security 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 Security Agent, Receiver or Delegate (as the case may be) Agent 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 Security Agent, Receiver or Delegate (as the case may be) Agent at any time which increase the amount of that loss. In no event shall the Security Agent, any Receiver or Delegate 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 Security Agent, Receiver or Delegate (as the case may be) Agent 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) 26.10.1 Without limiting paragraph (b) below Clause 26.10.2 (and without prejudice to any other provision of any Finance Document excluding or limiting the liability of the Security Agent, any Receiver or Delegate), none of ) the 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 value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Finance Document or any Encumbrance created or expressed to be created or evidenced by the Transaction Security 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 by, or in connection with with, any Finance Document, any Encumbrance created or expressed to be created or evidenced by the Transaction Security Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Finance Document or any Encumbrance created or expressed to be created or evidenced by the Transaction SecuritySecurity Documents;
(iiic) any shortfall which arises on the enforcement or realisation of the Transaction SecurityTrust 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 Security Agent, that Receiver or that Delegate (as applicable)) may take any proceedings against any officer, employee or agent of the Security Agent, a Receiver or a Delegate in respect of any claim it might have against 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 Finance Document or any Transaction Security and any officer, employee or agent of the Security Agent, a Receiver or a Delegate may rely on this paragraph (b) subject to Clause 1.4 (Third party rights) and the provisions of the Third Parties Act.
(c) Nothing in this Agreement shall oblige the 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 Secured Party (other than the Security Agent), on behalf of any Secured Party (other than the Security Agent) and each Secured Party (other than the Security Agent) confirms to 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 Security Agent.
(d) Without prejudice to any provision of any Finance Document excluding or limiting the liability of the Security Agent, any Receiver or Delegate, any liability of the Security Agent, any Receiver or Delegate arising under or in connection with any Finance Document or the Transaction Security 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 Security Agent, Receiver or 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 Security Agent, Receiver or Delegate (as the case may be) at any time which increase the amount of that loss. In no event shall the Security Agent, any Receiver or 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 Security Agent, Receiver or Delegate (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 Finance Document excluding or limiting the liability of the Security Agent, any Receiver or Delegate), none of the 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 Finance Document or the Transaction Security 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 Finance Document, the Transaction Security or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Finance Document or the Transaction Security;
(iii) any shortfall which arises on the enforcement or realisation of the Transaction 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 Security Agent, that Receiver or that Delegate (as applicable)) may take any proceedings against any officer, employee or agent of the Security Agent, a Receiver or a Delegate in respect of any claim it might have against 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 Finance Document or any Transaction Security and any officer, employee or agent of the Security Agent, a Receiver or a Delegate may rely on this paragraph (b) clause subject to Clause clause 1.4 (Third party rights) and the provisions of the Third Parties Act.
(c) Nothing in this Agreement shall oblige the 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 other Secured Party (other than the Security Agent)Party, on behalf of any other Secured Party (other than the Security Agent) and each other Secured Party (other than the Security Agent) confirms to 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 Security Agent.
(d) Without prejudice to any provision of any Finance Document excluding or limiting the liability of the Security Agent, any Receiver or Delegate, any liability of the Security Agent, any Receiver or Delegate arising under or in connection with any Finance Document or the Transaction Security 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 Security Agent, Receiver or 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 Security Agent, Receiver or Delegate (as the case may be) at any time which increase the amount of that loss. In no event shall the Security Agent, any Receiver or 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 Security Agent, Receiver or Delegate (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 Finance Document excluding or limiting the liability of the Security Facility Agent or the Collateral Management Agent, any Receiver or Delegate), none of neither the 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 value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Finance Document or the Transaction Security 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 by, or in connection with with, any Finance Document, the Transaction Security or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Finance Document or the Transaction Security;
(iii) any shortfall which arises on the enforcement or realisation of the Transaction 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 Security Facility Agent, that Receiver or that Delegate (as applicable)) may take any proceedings against any officer, employee or agent of the Security Facility Agent, a Receiver or a Delegate in respect of any claim it might have against the 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 Finance Document or any Transaction Security and any officer, employee or agent of the Security Agent, a Receiver or a Delegate Facility Agent may rely on this paragraph (b) clause subject to Clause 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 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 Secured Party (other than the Security Agent)Lender, on behalf of any Secured Party (other than the Security Agent) Lender and each Secured Party (other than the Security Agent) Lender confirms to the 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 Security Facility Agent, the Collateral Management Agent, the Co-Ordinator, the Documentation Bank or the Arrangers.
(df) Without prejudice to any provision of any Finance Document excluding or limiting either the liability of Facility Agent's or the Security Collateral Management Agent, any Receiver or Delegate's liability, any liability of the Security Agent, any Receiver Facility Agent or Delegate the Collateral Management Agent arising under or in connection with any Finance Document or the Transaction Security 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 Security Agent, Receiver Facility Agent or Delegate (as the case may be) Collateral Management Agent 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 Security Agent, Receiver Facility Agent or Delegate (as the case may be) Collateral Management Agent at any time which increase the amount of that loss. In no event shall the Security Agent, any Receiver Facility Agent or Delegate the 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 Security Agent, Receiver or Delegate (as the case may be) Facility Agent 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 Finance Document excluding or limiting the liability of an Agent, the Security Agent, Agent or any Receiver or Delegate), none of the 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 value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Finance Document or the Transaction 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 by, or in connection with with, 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 Finance Document or the Transaction SecuritySecurity Property;
(iii) any shortfall which arises on the enforcement or realisation of the Transaction SecuritySecurity 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 Security Agent, that Receiver or that Delegate (as applicable)) may take any proceedings against any officer, employee or agent of an Agent, the Security Agent, a Receiver or a Delegate in respect of any claim it might have against the 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 Finance Document or any Transaction Security Property and any officer, employee or agent of an Agent, the Security Agent, a Receiver or a Delegate may rely on this paragraph (b) Clause 28.11 subject to Clause 1.4 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 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 Secured Finance Party (other than the Security Agent)or for any Affiliate of any Finance Party, on behalf of any Secured Finance Party (other than the Security Agent) and each Secured Finance Party (other than the Security Agent) confirms to each 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 an Agent, the Security AgentAgent or an Arranger.
(de) Without prejudice to any provision of any Finance Document excluding or limiting the liability of an Agent, the Security Agent, any Receiver or Delegate, any liability of an Agent, the Security Agent, any Receiver or Delegate arising under or in connection with any 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 an Agent, the Security Agent, Receiver or 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 an Agent, the Security Agent, any Receiver or Delegate (as the case may be) at any time which increase the amount of that loss. In no event shall an Agent, the Security Agent, any Receiver or 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 an Agent, the Security Agent, the Receiver or Delegate (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 Finance Document excluding or limiting the liability of the Security Agent, Agent or any Receiver or Delegate), none of the 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 value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Finance Transaction Document or the Transaction 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 by, or in connection with with, any Finance Transaction 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 Finance Transaction Document or the Transaction Security;Security Property; or
(iii) any shortfall which arises on the enforcement or realisation of the Transaction SecuritySecurity 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 Security Agent, that Receiver or that Delegate (as applicable)) may take any proceedings against any officer, employee or agent of the Security Agent, a Receiver or a Delegate in respect of any claim it might have against 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 Finance Transaction Document or any Transaction Security Property and any officer, employee or agent of the Security Agent, a Receiver or a Delegate may rely on this paragraph (b) Clause subject to Clause 1.4 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 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 Secured Party (other than the Security Agent)Finance Party, on behalf of any Secured Finance Party (other than the Security Agent) and each Secured Finance Party (other than the Security Agent) confirms to 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 Security Agent.
(de) Without prejudice to any provision of any Finance Document excluding or limiting the liability of the Security Agent, Agent or any Receiver or Delegate, any liability of the Security Agent, Agent or any Receiver or Delegate arising under or in connection with any Finance Transaction 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 Security Agent, . Receiver or 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 Security Agent, any Receiver or Delegate (as the case may be) at any time which increase the amount of that loss. In no event shall the Security Agent, any Receiver or 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 Security Agent, the Receiver or Delegate (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 Finance Document excluding or limiting the liability of the Security Agent, any Receiver Agent or Delegate), none of the Security Agent), any Receiver neither the Agent nor any Delegate the Security Agent 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 Finance Document or (including any action taken in relation to the Transaction Security 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 by, or in connection with with, any Finance Document, the Transaction Security or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Finance Document or the Transaction 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 Transaction 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 Agent or the Security Agent, that Receiver or that Delegate (as applicable)) may take any proceedings against any officer, employee or agent of the Agent or the Security Agent, a Receiver or a Delegate Agent in respect of any claim it might have against the 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 Finance Document or any Transaction Security and any officer, employee or agent of the Security Agent, a Receiver or a Delegate Agent may rely on this paragraph (b) subject to Clause 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 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 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 Secured Party (other than the Security Agent)Lender, on behalf of any Secured Party (other than Lender and each Lender confirms to the Agent, the Security Agent) and each Secured Party (other than , the Security Arranger, the Documentation Agent) confirms to , the Security Agent 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 Agent, the Security Agent, the Arranger, the Documentation Agent, the Issuing Bank or the Coordinators.
(de) Without prejudice to any provision of any Finance Document excluding or limiting the liability of the Agent’s or Security Agent, any Receiver or Delegate’s liability, any liability of the Agent or Security Agent, any Receiver or Delegate Agent arising under or in connection with any Finance Document or the Transaction Security 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 Agent or the Security Agent, Receiver or Delegate (as the case may be) Agent 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 Agent or Security Agent, Receiver or Delegate (as the case may be) Agent respectively at any time which increase the amount of that loss. In no event shall the Agent or Security Agent, any Receiver or Delegate 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 Agent or Security Agent, Receiver or Delegate (as the case may be) Agent 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 Finance Debt Document excluding or limiting the liability of the Security Collateral Agent, any Receiver or Delegate), none of the 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 value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Finance Debt Document or the Transaction 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 by, or in connection with with, any Finance Debt 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 Finance Debt Document or the Transaction SecuritySecurity 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 Transaction SecuritySecurity 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 Security Collateral Agent, that Receiver or that Delegate (as applicable)) may take any proceedings against any officer, employee or agent of the Security Collateral Agent, a Receiver or a Delegate in respect of any claim it might have against the 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 Finance Debt Document or any Transaction Security Property and any officer, employee or agent of the Security Collateral Agent, a Receiver or a Delegate may rely on this paragraph (b) subject to Clause 1.4 1.3 (Third party rights) and the provisions of the Third Parties Act.
(c) Nothing in this Agreement Deed shall oblige the 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 Secured Party (other than the Security Agent)Creditor, on behalf of any Secured Party (other than the Security Agent) Pari Passu Creditor and each Secured Party (other than the Security Agent) Pari Passu Creditor confirms to the 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 Security Collateral Agent.
(d) Without prejudice to any provision of any Finance Debt Document excluding or limiting the liability of the Security Collateral Agent, any Receiver or Delegate, any liability of the Security Collateral Agent, any Receiver or Delegate arising under or in connection with any Finance Debt 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 Security Collateral Agent, Receiver or 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 Security Collateral Agent, Receiver or Delegate (as the case may be) at any time which increase the amount of that loss. In no event shall the Security Collateral Agent, any Receiver or 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 Security Collateral Agent, Receiver or Delegate (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 Finance Debt Document excluding or limiting the liability of the Security Agent, any Receiver or Delegate), none of the 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 Finance Debt 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 Finance Debt 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 Finance Debt Document or the Transaction SecuritySecurity Property;
(iii) any shortfall which arises on the enforcement or realisation of the Transaction SecuritySecurity 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 Security Agent, that Receiver or that Delegate (as applicable)) may take any proceedings against any officer, employee or agent of the Security Agent, a Receiver or a Delegate in respect of any claim it might have against 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 Finance Debt Document or any Transaction Security Property and any officer, employee or agent of the Security Agent, a Receiver or a Delegate may rely on this paragraph (b) Clause subject to Clause 1.4 1.3 (Third party rights) and the provisions of the Third Parties Act.
(c) Nothing in this Agreement shall oblige the 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 Secured Party (other than the Security Agent)Party, on behalf of any Secured Party (other than the Security Agent) and each Secured Party (other than the Security Agent) confirms to 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 Security Agent.
(d) Without prejudice to any provision of any Finance Debt Document excluding or limiting the liability of the Security Agent, any Receiver or Delegate, any liability of the Security Agent, any Receiver or Delegate arising under or in connection with any Finance Debt 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 Security Agent, Receiver or 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 Security Agent, Receiver or Delegate (as the case may be) at any time which increase the amount of that loss. In no event shall the Security Agent, any Receiver or 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 Security Agent, Receiver or Delegate (as the case may be) has been advised of the possibility of such loss or damages.
Appears in 2 contracts
Sources: Intercreditor Agreement (LumiraDx LTD), Intercreditor Agreement (LumiraDx LTD)
EXCLUSION OF LIABILITY. (a) Without limiting paragraph (b) below (and without prejudice to any other provision of any Finance Document excluding or limiting the liability of the Security Agent, Agent or any Receiver or Delegate), none of the 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 value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Finance Transaction Document or the Transaction 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 by, or in connection with with, any Finance Transaction 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 Finance Transaction Document or the Transaction Security;Security Property; or
(iii) any shortfall which arises on the enforcement or realisation of the Transaction SecuritySecurity 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 Security Agent, Agent or that Receiver or that Delegate (as applicable)) may take any proceedings against any officer, employee or agent of the Security Agent, Agent or a Receiver or a Delegate in respect of any claim it might have against the 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 Finance Transaction Document or any Transaction Security Property and any officer, employee or agent of the Security Agent, Agent or a Receiver or a Delegate may rely on this paragraph (b) Clause subject to Clause 1.4 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 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 Secured Party (other than the Security Agent)Finance Party, on behalf of any Secured Finance Party (other than the Security Agent) and each Secured Finance Party (other than the Security Agent) confirms to 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 Security Agent.
(de) Without prejudice to any provision of any Finance Document excluding or limiting the liability of the Security Agent, Agent or any Receiver or Delegate, any liability of the Security Agent, Agent or any Receiver or Delegate arising under or in connection with any Finance Transaction 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 Security Agent, Agent or Receiver or 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 Security Agent, Agent or any Receiver or Delegate (as the case may be) at any time which increase the amount of that loss. In no event shall the Security Agent, Agent or any Receiver or 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 Security Agent, Agent or the Receiver or Delegate (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 Finance Document excluding or limiting the liability of the Security Agent, any Receiver or Delegate), none of the 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 value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Finance Document or the Transaction Security 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 by, or in connection with with, any Finance Document, the Transaction Security or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Finance Document or the Transaction Security;
(iii) any shortfall which arises on the enforcement or realisation of the Transaction 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 Security Agent, that Receiver or that Delegate (as applicable)) may take any proceedings against any officer, employee or agent of the Security Agent, a Receiver or a Delegate in respect of any claim it might have against 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 Finance Document or any Transaction Security Document and any officer, employee or agent of the Security Agent, a Receiver or a Delegate Agent may rely on this paragraph (b) Clause subject to Clause 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 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 Secured Party (other than the Security Agent)Lender, on behalf of any Secured Party (other than the Security Agent) Lender and each Secured Party (other than the Security Agent) Lender confirms to the 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 Security AgentAgent or the MLABs.
(de) Without prejudice to any provision of any Finance Document excluding or limiting the liability of the Security Agent, any Receiver or Delegate's liability, any liability of the Security Agent, any Receiver or Delegate Agent arising under or in connection with any Finance Document or the Transaction Security 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 Security Agent, Receiver or Delegate (as the case may be) Agent 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 Security Agent, Receiver or Delegate (as the case may be) Agent at any time which increase the amount of that loss. In no event shall the Security Agent, any Receiver or Delegate 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 Security Agent, Receiver or Delegate (as the case may be) Agent 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 (bclause 29.10(b) below (and without prejudice to any other provision of any Finance Document excluding or limiting the liability of the Security Agent, any Receiver or Delegate), none of 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 value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Finance Document or the Transaction Security 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 by, or in connection with with, any Finance Document, the Transaction Security Document or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Finance Document Document, other than by reason of its gross negligence or the Transaction Security;
(iii) any shortfall which arises on the enforcement or realisation of the Transaction Securitywilful 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 Security Agent, that Receiver or that Delegate (as applicable)) may take any proceedings against any officer, employee employee, secondee or agent of the Security Agent, a Receiver or a Delegate Agent in respect of any claim it might have against the 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 Finance Document or any Transaction Security and any officer, employee employee, secondee or agent of the Security Agent, a Receiver or a Delegate Agent may rely on this paragraph (b) subject to Clause 1.4 (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 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 Secured Party (other than the Security Agent)Lender or for any Affiliate of any Lender, on behalf of any Secured Party (other than the Security Agent) Lender and each Secured Party (other than the Security Agent) Lender confirms to 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 Security AgentAgent or the Arranger.
(de) Without prejudice to any provision of any Finance Document excluding or limiting the liability of the Security Agent, any Receiver or Delegate's liability, any liability of the Security Agent, any Receiver or Delegate Agent arising under or in connection with any Finance Document or the Transaction Security 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 Security Agent, Receiver or Delegate (as the case may be) Agent 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 Security Agent, Receiver or Delegate (as the case may be) Agent at any time which increase the amount of that loss. In no event shall the Security Agent, any Receiver or Delegate 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 Security Agent, Receiver or Delegate (as the case may be) Agent 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 Finance Loan Document excluding or limiting the liability of the Security Agent, any Receiver or DelegateTrustee), none of the 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 value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Finance Loan Document or the Transaction Security 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 by, or in connection with with, any Finance Loan Document, the Transaction Security Collateral or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Finance Loan Document or the Transaction Security;Collateral; or
(iii) any shortfall which arises on the enforcement or realisation realization of the Transaction SecurityCollateral; 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 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 Security Agent, a Receiver or a Delegate Trustee in respect of any claim it might have against the 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 Finance Loan Document or any Transaction Security Collateral and any officer, employee employee, receiver, delegate or agent of the Security Agent, a Receiver or a Delegate Trustee may rely on this paragraph (b) subject to Clause 1.4 (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 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 Secured Party (other than the Security Agent)Finance Party, on behalf of any Secured Finance Party (other than the Security Agent) and each Secured Finance Party (other than the Security Agent) confirms to the 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 Security AgentTrustee.
(de) Without prejudice to any provision of any Finance Loan Document excluding or limiting the liability of the Security Agent, any Receiver or DelegateTrustee, any liability of the Security Agent, any Receiver or Delegate Trustee arising under or in connection with any Finance Loan Document or the Transaction Security 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 Security Agent, Receiver or Delegate (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 Security AgentTrustee, Receiver or Delegate (as the case may be) at any time which increase the amount of that loss. In no event shall the Security Agent, any Receiver or Delegate 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 Security Agent, Receiver or Delegate (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 paragraph (e) of Section 7.10 (Disruption to Payment Systems etc.) or any other provision of any Finance Loan Document excluding or limiting the liability of the Security Facility Agent, any Receiver or Delegate), none of the 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 value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Finance Loan Document or the Transaction Security 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 by, or in connection with with, any Finance Loan Document, the Transaction Security Collateral or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Finance Loan Document or the Transaction SecurityCollateral;
(iii) any shortfall which arises on the enforcement or realisation realization of the Transaction SecurityCollateral; 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 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 Security Agent, a Receiver or a Delegate Facility Agent in respect of any claim it might have against the 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 Finance Loan Document or any Transaction Security Collateral and any officer, employee employee, delegate, receiver or agent of the Security Agent, a Receiver or a Delegate Facility Agent may rely on this paragraph Section 15.10 (b) subject to Clause 1.4 (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 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 Secured Party (other than the Security Agent)Finance Party, on behalf of any Secured Finance Party (other than the Security Agent) and each Secured Finance Party (other than the Security Agent) confirms to the 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 Security Facility Agent.
(de) Without prejudice to any provision of any Finance Loan Document excluding or limiting the liability of the Security Facility Agent, any Receiver or Delegate’s liability, any liability of the Security Agent, any Receiver or Delegate Facility Agent arising under or in connection with any Finance Loan Document or the Transaction Security 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 Security Agent, Receiver or Delegate (as the case may be) Facility Agent 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 Security Agent, Receiver or Delegate (as the case may be) Facility Agent at any time which increase the amount of that loss. In no event shall the Security Agent, any Receiver or Delegate 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 Security Agent, Receiver or Delegate (as the case may be) Facility Agent 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. (aA) Without limiting paragraph (bClause 28.10(B) below (and without prejudice to any other provision of any Finance Document excluding or limiting the liability of the Security Agent, any Receiver Agent or Delegatethe Arranger), none of neither the 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 value, or any liability whatsoever arising as a result of taking or not taking for any action under or in connection with any Finance Document or the Transaction Security 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 by, or in connection with with, any Finance Document, the Transaction Security Document or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Finance Document Document, other than by reason of its gross negligence or the Transaction Security;
(iii) any shortfall which arises on the enforcement or realisation of the Transaction Securitywilful 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 Security Agent, that Receiver Agent or that Delegate the Arranger (as applicable)) may take any proceedings against any officer, employee or agent of the Security Agent, a Receiver Agent or a Delegate the Arranger (as applicable) in respect of any claim it might have against the 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 Finance Document or any Transaction Security and any officer, employee or agent of the Security Agent, a Receiver Agent or a Delegate the Arranger (as applicable) may rely on this paragraph (b) Clause subject to Clause 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 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 Secured Party (other than the Security Agent)Lender or for any Affiliate of any Lender, on behalf of any Secured Party (other than the Security Agent) Lender and each Secured Party (other than the Security Agent) Lender confirms to 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 Security AgentAgent or the Arranger.
(dE) Without prejudice to any provision of any Finance Document excluding or limiting the liability of Agent or the Security Agent, any Receiver or DelegateArranger’s liability, any liability of the Security Agent, any Receiver Agent or Delegate the Arranger arising under or in connection with any Finance Document or the Transaction Security 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 Security Agent, Receiver Agent or Delegate (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 Security Agent, Receiver or Delegate (as the case may be) Agent at any time which increase the amount of that loss. In no event shall the Security Agent, any Receiver Agent or Delegate the 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 Security Agent, Receiver Agent or Delegate (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 Finance Document excluding or limiting the liability of the Security Agent, any Receiver or Delegate), none of the 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 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 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 Finance Document or the Transaction SecuritySecurity Property;
(iii) any shortfall which arises on the enforcement or realisation of the Transaction SecuritySecurity 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 Security Agent, that Receiver or that Delegate (as applicable)) may take any proceedings against any officer, employee or agent of the Security Agent, a Receiver or a Delegate in respect of any claim it might have against 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 Finance Document or any Transaction Security Property and any officer, employee or agent of the Security Agent, a Receiver or a Delegate may rely on this paragraph (b) Clause subject to Clause 1.4 (Third party rightsParty Rights) and the provisions of the Third Parties Act.
(c) Nothing in this Agreement shall oblige the 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 Secured Party (other than the Security Agent)Party, on behalf of any Secured Party (other than the Security Agent) and each Secured Party (other than the Security Agent) confirms to 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 Security Agent.
(d) Without prejudice to any provision of any Finance Document excluding or limiting the liability of the Security Agent, any Receiver or Delegate, any liability of the Security Agent, any Receiver or Delegate arising under or in connection with any 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 Security Agent, Receiver or 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 Security Agent, Receiver or Delegate (as the case may be) at any time which increase the amount of that loss. In no event shall the Security Agent, any Receiver or 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 Security Agent, Receiver or Delegate (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 Finance Document excluding or limiting the liability of the Security Agent, any Receiver or Delegate), none of 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 value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Finance Document or the Transaction Security 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 by, or in connection with with, any Finance Document, the Transaction Security Document or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Finance Document Document, other than by reason of its gross negligence or the Transaction Security;
(iii) any shortfall which arises on the enforcement or realisation of the Transaction Securitywilful 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 Security Agent, that Receiver or that Delegate (as applicable)) may take any proceedings against any officer, employee or agent of the Security Agent, a Receiver or a Delegate Agent in respect of any claim it might have against 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 Finance Document or any Transaction Security and any officer, employee or agent of the Security Agent, a Receiver or a Delegate Agent may rely on this paragraph (b) subject to Clause 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 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 Secured Party (other than the Security Agent)Lender or for any Affiliate of any Lender, on behalf of any Secured Party (other than the Security Agent) Lender and each Secured Party (other than the Security Agent) Lender confirms to 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 Security AgentAgent or the Arranger.
(de) Without prejudice to any provision of any Finance Document excluding or limiting the liability of the Security Agent, any Receiver or Delegate’s liability, any liability of the Security Agent, any Receiver or Delegate Agent arising under or in connection with any Finance Document or the Transaction Security 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 Security Agent, Receiver or Delegate (as the case may be) Agent 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 Security Agent, Receiver or Delegate (as the case may be) Agent at any time which increase the amount of that loss. In no event shall the Security Agent, any Receiver or Delegate 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 Security Agent, Receiver or Delegate (as the case may be) Agent has been advised of the possibility of such loss or damages.
Appears in 2 contracts
Sources: Bridge and Term Facilities Agreement (Magnum Ice Cream Co B.V.), Bridge and Term Facilities Agreement (Magnum Ice Cream Co B.V.)
EXCLUSION OF LIABILITY. (a) Without limiting paragraph (b) below (and without prejudice to any other provision of any Finance Document excluding or limiting the liability of the Security Agent, any Receiver or Delegate), none of 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 value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Finance Document or the Transaction Security 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 by, or in connection with with, any Finance Document, the Transaction Security Document or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Finance Document Document, other than by reason of its gross negligence or the Transaction Security;
(iii) any shortfall which arises on the enforcement or realisation of the Transaction Securitywilful 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 Security Agent, that Receiver or that Delegate (as applicable)) may take any proceedings against any officer, employee or agent of the Security Agent, a Receiver or a Delegate Agent in respect of any claim it might have against 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 Finance Document or any Transaction Security and any officer, employee or agent of the Security Agent, a Receiver or a Delegate Agent may rely on this paragraph (b) subject to Clause 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 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 Secured Party (other than the Security Agent)Lender or for any Affiliate of any Lender, on behalf of any Secured Party (other than the Security Agent) Lender and each Secured Party (other than the Security Agent) Lender confirms to 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 Security AgentAgent or the Arranger.
(de) Without prejudice to any provision of any Finance Document excluding or limiting the liability of the Security Agent, any Receiver or Delegate's liability, any liability of the Security Agent, any Receiver or Delegate Agent arising under or in connection with any Finance Document or the Transaction Security 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 Security Agent, Receiver or Delegate (as the case may be) Agent 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 Security Agent, Receiver or Delegate (as the case may be) Agent at any time which increase the amount of that loss. In no event shall the Security Agent, any Receiver or Delegate 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 Security Agent, Receiver or Delegate (as the case may be) Agent has been advised of the possibility of such loss or damages.
Appears in 2 contracts
Sources: Revolving Credit Facility Agreement (Magnum Ice Cream Co B.V.), Revolving Credit Facility Agreement (Magnum Ice Cream Co B.V.)
EXCLUSION OF LIABILITY. (a) Without limiting paragraph (b) below (and without prejudice to any other provision of any Finance Document excluding or limiting the liability of the Security Agent, any Receiver or Delegate), none of the 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 value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Finance Document or the Transaction Security 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 by, or in connection with with, any Finance Document, the Transaction Security or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Finance Document or the Transaction Security;
(iii) any shortfall which arises on the enforcement or realisation of the Transaction 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 Security Agent, that Receiver or that Delegate (as applicable)) Agent may take any proceedings against any officer, employee or agent of the Security Agent, a Receiver or a Delegate in respect of any claim it might have against 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 Finance Document or any Transaction Security Document and any officer, employee or agent of the Security Agent, a Receiver or a Delegate Agent may rely on this paragraph (b) Clause 28.10 subject to Clause 1.4 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 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 Secured Party (other than the Security Agent)Lender, on behalf of any Secured Party (other than the Security Agent) Lender and each Secured Party (other than the Security Agent) Lender confirms to 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 Security AgentAgent or the Arranger.
(de) Without prejudice to any provision of any Finance Document excluding or limiting the liability of the Security Agent, any Receiver or Delegate’s liability, any liability of the Security Agent, any Receiver or Delegate Agent arising under or in connection with any Finance Document or the Transaction Security 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 Security Agent, Receiver or Delegate (as the case may be) Agent 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 Security Agent, Receiver or Delegate (as the case may be) Agent at any time which increase the amount of that loss. In no event shall the Security Agent, any Receiver or Delegate 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 Security Agent, Receiver or Delegate (as the case may be) Agent 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 33.10(b) below (and without prejudice to any other provision of any the Finance Document Documents excluding or limiting the liability of the Security Agent, any Receiver or Delegate), none of ) the 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 value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Finance Document or the Transaction Security 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 by, or in connection with with, any Finance Document, the Transaction Security Charged Property or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Finance Document or the Transaction Security;
(iii) any shortfall which arises on the enforcement Charged Property unless directly caused by its gross negligence, wilful misconduct or realisation of the Transaction Securityfraudulent 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 Security Agent, that Receiver or that Delegate (as applicable)) may take any proceedings against any officer, employee or agent of the Security Agent, a Receiver or a Delegate Agent in respect of any claim it might have against 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 Finance Document or any Transaction Security and any officer, employee or agent of the Security Agent, a Receiver or a Delegate Agent may rely on this paragraph (b) clause subject to Clause 1.4 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 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 Secured Party (other than the Security Agent)Lender, on behalf of any Secured Party (other than the Security Agent) Lender or any Hedging Provider and each Secured Party (other than the Security Agent) Lender and any Hedging Provider confirms to the 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 Security AgentAgent or any Mandated Lead Arranger.
(de) Without prejudice to any provision of any Finance Document excluding or limiting the liability of the Security Agent, any Receiver or Delegate’s liability, any liability of the Security Agent, any Receiver or Delegate Agent arising under or in connection with any Finance Document or the Transaction 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 Security Agent, Receiver or Delegate (as the case may be) Agent 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 Security Agent, Receiver or Delegate (as the case may be) Agent at any time which increase the amount of that loss. In no event shall the Security Agent, any Receiver or Delegate 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 Security Agent, Receiver or Delegate (as the case may be) Agent 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 Finance Document excluding or limiting the liability of the Security Agent, Agent or any Receiver or Delegate), none of 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 value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Finance Transaction Document or the Transaction 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 by, or in connection with with, any Finance Transaction 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 Finance Transaction Document or the Transaction Security;Security Property; or
(iii) any shortfall which arises on the enforcement or realisation of the Transaction SecuritySecurity 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 Security Agent, that Receiver or that Delegate (as applicable)) may take any proceedings against any officer, employee or agent of the Security Agent, a Receiver or a Delegate in respect of any claim it might have against 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 Finance Transaction Document or any Transaction Security Property and any officer, employee or agent of the Security Agent, a Receiver or a Delegate may rely on this paragraph (b) Clause subject to Clause 1.4 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 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 Secured Party (other than the Security Agent)Finance Party, on behalf of any Secured Finance Party (other than the Security Agent) and each Secured Finance Party (other than the Security Agent) confirms to 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 Security Agent.
(de) Without prejudice to any provision of any Finance Document excluding or limiting the liability of the Security Agent, Agent or any Receiver or Delegate, any liability (including, without limitation, for negligence or any other category of liability whatsoever) of the Security Agent, Agent or any Receiver or Delegate arising under or in connection with any Finance Transaction 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 Security Agent, . Receiver or 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 Security Agent, any Receiver or Delegate (as the case may be) at any time which increase the amount of that loss. In no event shall the Security Agent, any Receiver or 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 Security Agent, the Receiver or Delegate (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. (aA) Without limiting paragraph (bClause 34.10(B) below (and without prejudice to any other provision of any Finance Document excluding or limiting the liability of the Security Agent, any Receiver or Delegate), none of the Security Agent, any Receiver nor any Delegate Agent will not be liable for:
(i1) 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 Finance Document or the Transaction Security 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 by, or in connection with with, any Finance Document, the Transaction Security Document or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Finance Document Document, other than by reason of its gross negligence or the Transaction Security;
(iii) any shortfall which arises on the enforcement or realisation of the Transaction Securitywilful misconduct; or
(iv3) without prejudice to the generality of paragraphs (iClause 34.10(A)(1) to (iiiand Clause 34.10(A)(2) abovebelow, 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:
(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 Security Agent, that Receiver or that Delegate (as applicable)) may take any proceedings against any officer, employee or agent of the Security Agent, a Receiver or a Delegate Agent in respect of any claim it might have against 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 Finance Document or any Transaction Security and any officer, employee or agent of the Security Agent, a Receiver or a Delegate Agent may rely on this paragraph (b) Clause 34.10 subject to Clause 1.4 (Third party rights) and the provisions of the Third Parties Act.
(cC) 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 Security Agent or any of the Arrangers 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 Secured Party (other than the Security Agent)Lender, on behalf of any Secured Party (other than the Security Agent) Lender and each Secured Party (other than the Security Agent) Lender confirms to the Security Agent and each of 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 Security AgentAgent or an Arranger.
(dE) Without prejudice to any provision of any Finance Document excluding or limiting the liability of the Security Agent, any Receiver or Delegate’s liability, any liability of the Security Agent, any Receiver or Delegate Agent arising under or in connection with any Finance Document or the Transaction Security 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 Security Agent, Receiver or Delegate (as the case may be) Agent 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 Security Agent, Receiver or Delegate (as the case may be) Agent at any time which increase the amount of that loss. In no event shall the Security Agent, any Receiver or Delegate 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 Security Agent, Receiver or Delegate (as the case may be) Agent has been advised of the possibility of such loss or damages.
Appears in 2 contracts
Sources: Bridge and Term Facilities Agreement (Rentokil Initial PLC /Fi), Bridge and Term Facilities Agreement (Rentokil Initial PLC /Fi)
EXCLUSION OF LIABILITY. (a) Without limiting paragraph (b) below (and without prejudice to any other provision of any Bridge Finance Document excluding or limiting the liability of the Security Agent, any Receiver or Delegate), none of Trustee the 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 value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Bridge Finance Document or the Transaction Security 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 by, or in connection with with, any Bridge Finance Document, the Transaction Security or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Bridge Finance Document Document, other than by reason of its gross negligence or the Transaction Securitywilful misconduct;
(iii) any shortfall which arises on the enforcement or realisation of the Transaction Security; 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 Security Agent, that Receiver or that Delegate (as applicable)Trustee) may take any proceedings against any officer, employee or agent of the Security Agent, a Receiver or a Delegate Trustee in respect of any claim it might have against the 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 Bridge Finance Document or any Transaction Security and any officer, employee or agent of the Security Agent, a Receiver or a Delegate Trustee may rely on this Clause subject to paragraph (bd) subject to of Clause 1.4 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 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 Secured Finance Party (other than the Security Agent)or for any Affiliate of any Finance Party, on behalf of any Secured Finance Party (other than the Security Agent) and each Secured Finance Party (other than the Security Agent) confirms to the 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 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 Bridge Finance Document excluding or limiting the liability of the Security Agent, any Receiver or DelegateTrustee, any liability of the Security Agent, any Receiver or Delegate Trustee arising under or in connection with any Bridge Finance Document or the Transaction Security 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 Security Agent, Receiver or Delegate (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 Security Agent, Receiver or Delegate (as the case may be) Trustee at any time which increase the amount of that loss. In no event shall the Security Agent, any Receiver or Delegate 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 Security Agent, Receiver or Delegate (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. (a) Without limiting paragraph (b) below (and without prejudice to any other provision of any Finance Document excluding or limiting the liability of the Security Agent, any Receiver or Delegate), none of 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 value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Finance Document or the Transaction Security 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 by, or in connection with with, any Finance Document, the Transaction Security Document or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Finance Document Document, other than by reason of its gross negligence or the Transaction Security;
(iii) any shortfall which arises on the enforcement or realisation of the Transaction Securitywilful 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, 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 Security Agent, that Receiver or that Delegate (as applicable)) may take any proceedings against any officer, employee employee, secondee or agent of the Security Agent, a Receiver or a Delegate Agent in respect of any claim it might have against the 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 Finance Document or any Transaction Security and any officer, employee employee, secondee or agent of the Security Agent, a Receiver Agent or a Delegate the Issuing Person may rely on this paragraph (b) subject to Clause 1.4 (Third party rights) and the provisions of the Third Parties Act32.10.
(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 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 Secured Party (other than the Security Agent)Lender or for any Affiliate of any Lender, on behalf of any Secured Party (other than the Security Agent) Lender and each Secured Party (other than the Security Agent) Lender confirms to 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 Security AgentAgent or the Arranger.
(de) Without prejudice to any provision of any Finance Document excluding or limiting the liability of the Security Agent, any Receiver or Delegate's liability, any liability of the Security Agent, any Receiver or Delegate Agent arising under or in connection with any Finance Document or the Transaction Security 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 Security Agent, Receiver or Delegate (as the case may be) Agent 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 Security Agent, Receiver or Delegate (as the case may be) Agent at any time which increase the amount of that loss. In no event shall the Security Agent, any Receiver or Delegate 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 Security Agent, Receiver or Delegate (as the case may be) Agent has been advised of the possibility of such loss or damages.
Appears in 2 contracts
Sources: Syndicated Facility Agreement (Metals Acquisition LTD), Syndicated Facility Agreement (Metals Acquisition Corp)
EXCLUSION OF LIABILITY. (a) Without limiting paragraph (b) below (and without prejudice to any other provision of any Finance Document excluding or limiting the liability of the Security Agent, any Receiver or Delegate), none of 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 value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Finance Document or the Transaction Security 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 by, or in connection with with, any Finance Document, the Transaction Security Document or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Finance Document Document, other than by reason of its gross negligence or the Transaction Security;
(iii) any shortfall which arises on the enforcement or realisation of the Transaction Securitywilful 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 gross negligence or wilful misconduct 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 Security Agent, that Receiver or that Delegate (as applicable)) may take any proceedings against any officer, employee or agent of the Security Agent, a Receiver or a Delegate Agent in respect of any claim it might have against 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 Finance Document or any Transaction Security and any officer, employee or agent of the Security Agent, a Receiver or a Delegate Agent may rely on this paragraph (b) Clause subject to Clause 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 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 Secured Party (other than the Security Agent)Lender or for any Affiliate of any Lender, on behalf of any Secured Party (other than the Security Agent) Lender, and each Secured Party (other than the Security Agent) Lender confirms to 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 Security AgentAgent or the Arranger.
(de) Without prejudice to any provision of any Finance Document excluding or limiting the liability of the Security Agent, any Receiver or Delegate's liability, any liability of the Security Agent, any Receiver or Delegate Agent arising under or in connection with any Finance Document or the Transaction Security 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 Security Agent, Receiver or Delegate (as the case may be) Agent 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 Security Agent, Receiver or Delegate (as the case may be) Agent at any time which increase the amount of that loss. In no event shall the Security Agent, any Receiver or Delegate 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 Security Agent, Receiver or Delegate (as the case may be) Agent has been advised of the possibility of such loss or damages.
(f) The Sustainability Co-ordinators are not acting in an advisory capacity to any person in respect of the Sustainability-Linked Loan Principles published by the LMA from time to time (the "SLLP") nor will the Sustainability Co-ordinators be obliged to verify whether the Facility will comply with the SLLP on behalf of any of the Finance Parties and each Finance Party is solely responsible at all times for making its own independent appraisal of, and analysis in relation to each Sustainability Performance Target, each Sustainability Progress Target and any other sustainability-linked provision of this Agreement.
(g) Neither Sustainability Co-ordinator will be liable for any action taken or not taken by it under or in connection with any Finance Document in such capacity, unless directly caused by its gross negligence or wilful misconduct.
(h) No Party may take any proceedings against any officer, employee or agent of the Sustainability Co-ordinators in respect of any claim it might have against the Sustainability Co-ordinators or in respect of any act or omission of any kind by that officer, employee or agent in connection with the Facility.
(i) Any officer, employee or agent of the Sustainability Co-ordinators may rely on this Clause subject to Clause 1.4 (Third party rights) and the provisions of the Third Parties Act.
Appears in 2 contracts
Sources: Revolving Facility Agreement (Bunge Global SA), Facility Agreement (Bungeltd)
EXCLUSION OF LIABILITY. (a) Without limiting paragraph (b) below (and without prejudice to any other provision of any Finance Document excluding or limiting the liability of the Security Agent, any Receiver or Delegate), none of 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 value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Finance Document or the Transaction Security 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 by, or in connection with with, any Finance Document, the Transaction Security Document or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Finance Document Document, other than by reason of its gross negligence or the Transaction Security;
(iii) any shortfall which arises on the enforcement or realisation of the Transaction Securitywilful 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 Security Agent, that Receiver or that Delegate (as applicable)) may take any proceedings against any officer, employee or agent of the Security Agent, a Receiver or a Delegate Agent in respect of any claim it might have against 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 Finance Document or any Transaction Security and any officer, employee or agent of the Security Agent, a Receiver or a Delegate Agent may rely on this paragraph (b) Clause subject to Clause 1.4 1.5 (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 Security Agent or any 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 Secured Party (other than the Security Agent)Lender or for any Affiliate of any Lender, on behalf of any Secured Party (other than the Security Agent) Lender and each Secured Party (other than the Security Agent) Lender confirms to 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 Security AgentAgent or any Arranger.
(de) Without prejudice to any provision of any Finance Document excluding or limiting the liability of the Security Agent, any Receiver or Delegate’s liability, any liability of the Security Agent, any Receiver or Delegate Agent arising under or in connection with any Finance Document or the Transaction Security 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 Security Agent, Receiver or Delegate (as the case may be) Agent 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 Security Agent, Receiver or Delegate (as the case may be) Agent at any time which increase the amount of that loss. In no event shall the Security Agent, any Receiver or Delegate 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 Security Agent, Receiver or Delegate (as the case may be) Agent has been advised of the possibility of such loss or damages.
Appears in 2 contracts
Sources: Facility Agreement (Ses S.A.), Bridge Facility Agreement (Ses S.A.)
EXCLUSION OF LIABILITY. (a) Without limiting paragraph (b) below (and without prejudice to any other provision of any Finance Document excluding or limiting the liability of the Security Agent, Agent or any Receiver or Delegate), none of the 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 value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Finance Transaction Document or the Transaction 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 by, or in connection with with, any Finance Transaction 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 Finance Transaction Document or the Transaction Security;Security Property; or
(iii) any shortfall which arises on the enforcement or realisation of the Transaction SecuritySecurity 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 Security Agent, that Receiver or that Delegate (as applicable)) may take any proceedings against any officer, employee or agent of the Security Agent, a Receiver or a Delegate in respect of any claim it might have against 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 Finance Transaction Document or any Transaction Security Property and any officer, employee or agent of the Security Agent, a Receiver or a Delegate may rely on this paragraph (b) subject to Clause 1.4 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 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 Secured Party (other than the Security Agent)Finance Party, on behalf of any Secured Finance Party (other than the Security Agent) and each Secured Finance Party (other than the Security Agent) confirms to 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 Security Agent.
(de) Without prejudice to any provision of any Finance Document excluding or limiting the liability of the Security Agent, Agent or any Receiver or Delegate, any liability of the Security Agent, Agent or any Receiver or Delegate arising under or in connection with any Finance Transaction 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 Security Agent, . Receiver or 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 Security Agent, any Receiver or Delegate (as the case may be) at any time which increase the amount of that loss. In no event shall the Security Agent, any Receiver or 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 Security Agent, the Receiver or Delegate (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 Finance Debt Document excluding or limiting the liability of the Security Agent, any Receiver or Delegate), none of the 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 Finance Debt 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 Finance Debt 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 Finance Debt Document or the Transaction SecuritySecurity Property;
(iii) any shortfall which arises on the enforcement or realisation of the Transaction SecuritySecurity 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 Security Agent, that Receiver or that Delegate (as applicable)) may take any proceedings against any officer, employee or agent of the Security Agent, a Receiver or a Delegate in respect of any claim it might have against 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 Finance Debt Document or any Transaction Security Property and any officer, employee or agent of the Security Agent, a Receiver or a Delegate may rely on this paragraph (b) subject to Clause 1.4 1.3 (Third party rightsParty Rights) and the provisions of the Third Parties Act.
(c) Nothing in this Agreement shall oblige the 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 Secured Party (other than the Security Agent)Primary Creditor, on behalf of any Secured Party (other than the Security Agent) Primary Creditor and each Secured Party (other than the Security Agent) Primary Creditor confirms to 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 Security Agent.
(d) Without prejudice to any provision of any Finance Debt Document excluding or limiting the liability of the Security Agent, any Receiver or Delegate, any liability of the Security Agent, any Receiver or Delegate arising under or in connection with any Finance Debt 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 Security Agent, Receiver or 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 Security Agent, Receiver or Delegate (as the case may be) at any time which increase the amount of that loss. In no event shall the Security Agent, any Receiver or 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 foreseeable and whether or not the Security Agent, Receiver or Delegate (as the case may be) has been advised of the possibility of such loss or damages.
Appears in 1 contract
EXCLUSION OF LIABILITY. (a) 34.10.1 Without limiting paragraph (b) below clause 34.10.2 (and without prejudice to any other provision of any the Finance Document Documents excluding or limiting the liability of the Security Agent, any Receiver or Delegate), none of ) the 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:
(ia) 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 Finance Document or the Transaction Security Charged Property, unless directly caused by its gross negligence or wilful misconductdefault. For the avoidance of doubt and notwithstanding anything contained in the Finance Documents, the Agent shall not in any event be liable for any indirect or consequential loss (including, without limitation, loss of profit, business or goodwill) regardless of whether it was informed of the likelihood of such loss and irrespective of whether any such claim is made for breach of contract, in tort or otherwise;
(iib) exercising exercising, or not exercising exercising, any right, power, authority or discretion given to it by by, or in connection with with, any Finance Document, the Transaction Security Charged Property or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Finance Document or the Transaction Security;
(iii) any shortfall which arises on Charged Property, unless directly caused by the enforcement gross negligence or realisation wilful default of the Transaction SecurityAgent and in the course of the exercise or non exercise by it of any right, power, authority or discretion given to it expressly under a Finance Document; or
(ivc) 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:
(Ad) any act, event or circumstance not reasonably within its control; or
(Be) 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 Security Agent, that Receiver or that Delegate (as applicable)) may take any proceedings against any officer, employee or agent of the Security Agent, a Receiver or a Delegate in respect of any claim it might have against 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 Finance Document or any Transaction Security and any officer, employee or agent of the Security Agent, a Receiver or a Delegate may rely on this paragraph (b) subject to Clause 1.4 (Third party rights) and the provisions of the Third Parties Act.
(c) Nothing in this Agreement shall oblige the 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 Secured Party (other than the Security Agent), on behalf of any Secured Party (other than the Security Agent) and each Secured Party (other than the Security Agent) confirms to 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 Security Agent.
(d) Without prejudice to any provision of any Finance Document excluding or limiting the liability of the Security Agent, any Receiver or Delegate, any liability of the Security Agent, any Receiver or Delegate arising under or in connection with any Finance Document or the Transaction Security 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 Security Agent, Receiver or 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 Security Agent, Receiver or Delegate (as the case may be) at any time which increase the amount of that loss. In no event shall the Security Agent, any Receiver or 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 Security Agent, Receiver or Delegate (as the case may be) has been advised of the possibility of such loss or damages.
Appears in 1 contract
Sources: Facility Agreement (DryShips Inc.)
EXCLUSION OF LIABILITY. (a) Without limiting paragraph (bclause 26.10(b) below (and without prejudice to any other provision of any Finance Document excluding or limiting the liability of the Security Facility Agent or any Representative appointed by the Facility Agent, any Receiver or Delegate), none of the 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 value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Finance Document or the Transaction Security 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 by, or in connection with with, any Finance Document, Document or the Transaction Security or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Finance Document or the Transaction Security, other than by reason of its gross negligence or wilful misconduct;
(iii) any shortfall which arises on the enforcement or realisation of the Transaction 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 Security Facility Agent, that Receiver or that Delegate (as applicable)) may take any proceedings against any officer, employee or agent Facility Agent of the Security Agent, a Receiver or a Delegate Facility Agent in respect of any claim it might have against the 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 Finance Document or any Transaction Security Finance Document and any officer, employee or agent Facility Agent of the Security Agent, a Receiver or a Delegate Facility Agent may rely on this paragraph (b) subject to Clause 1.4 (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 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 Secured Party (other than the Security Agent)Lender, on behalf of any Secured Finance Party (other than the Security Agent) and each Secured Finance Party (other than the Security Agent) confirms to the 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 Security AgentFacility Agent or the Arranger.
(de) Without prejudice to any provision of any Finance Document excluding or limiting the liability of the Security Facility Agent, any Receiver or Delegate's liability, any liability of the Security Agent, any Receiver or Delegate Facility Agent arising under or in connection with any Finance Document or the Transaction Security 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 Security Agent, Receiver or Delegate (as the case may be) Facility Agent 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 Security Agent, Receiver or Delegate (as the case may be) Facility Agent at any time which increase the amount of that loss. In no event shall the Security Agent, any Receiver or Delegate 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 Security Agent, Receiver or Delegate (as the case may be) Facility Agent has been advised of the possibility of such loss or damages.
Appears in 1 contract
EXCLUSION OF LIABILITY. (a) Without limiting paragraph (bClause 27.10(b) below (and without prejudice to any other provision of any the Finance Document Documents excluding or limiting the liability of the Security Agent, any Receiver or Delegate), none of ) the 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 value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Finance Document or the Transaction Security Charged Property, unless directly caused by its gross negligence or wilful misconductdefault or fraud. For the avoidance of doubt and not withstanding anything contained in the Finance Documents, the Security Agent shall not in any event be liable for any indirect or consequential loss (including, without limitation, loss of profit, business or goodwill) regardless of whether it was informed of the likelihood of such loss and irrespective of whether any such claim is made for breach of contract, in tort or otherwise;
(ii) exercising exercising, or not exercising exercising, any right, power, authority or discretion given to it by by, or in connection with with, any Finance Document, the Transaction Security Charged Property or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Finance Document or the Transaction Security;
(iii) any shortfall which arises on the enforcement or realisation of the Transaction SecurityCharged Property; 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 Security Agent, that Receiver or that Delegate (as applicable)) may take any proceedings against any officer, employee or agent of the Security Agent, a Receiver or a Delegate Agent in respect of any claim it might have against 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 Finance Document or any Transaction Security and any officer, employee or agent of the Security Agent, a Receiver or a Delegate Agent may rely on this paragraph (b) clause subject to Clause 1.4 1.3 (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 Security Agent Agent, any 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 Secured Party (other than the Security Agent)Lender, on behalf of any Secured Party (other than the Security Agent) Lender and each Secured Party (other than the Security Agent) Lender confirms to the Security Agent and each Bookrunner 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 Security AgentAgent or any Bookrunner or any Mandated Lead Arranger.
(de) Without prejudice to any provision of any Finance Document excluding or limiting the liability of the Security Agent, any Receiver or Delegate’s liability, any liability of the Security Agent, any Receiver or Delegate Agent arising under or in connection with any Finance Document or the Transaction 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 Security Agent, Receiver or Delegate (as the case may be) Agent 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 Security Agent, Receiver or Delegate (as the case may be) Agent at any time which increase the amount of that loss. In no event shall the Security Agent, any Receiver or Delegate 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 Security Agent, Receiver or Delegate (as the case may be) Agent has been advised of the possibility of such loss or damages.
Appears in 1 contract
Sources: China Eca Facility Framework Agreement (Seadrill Partners LLC)
EXCLUSION OF LIABILITY. (a) Without limiting paragraph (b) below (and without prejudice to any other provision of any Finance 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 value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Finance Debt 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 Finance Debt Document, including, without limitation, when (A) acting as attorney of any Party under any Debt Document and (B) exercising any right, power or authority in accordance with paragraph (f) of Clause 17.4 (Instructions) above, 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 Finance Debt Document or the Transaction SecuritySecurity Property;
(iii) any shortfall which arises on the enforcement or realisation of the Transaction SecuritySecurity 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 Finance Debt 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 paragraph (b) Clause 17.12 subject to Clause 1.4 1.3 (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 Secured Party (other than the Security Agent)Creditor, on behalf of any Secured Party (other Creditor and each Creditor other than the Common Security Agent) and each Secured Party (other than the Security Agent) 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 Finance Debt Document excluding or limiting the liability of the Common Security Agent, any Receiver or Delegate, any liability of the Common Security Agent, any Receiver or Delegate arising under or in connection with any Finance Debt 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 or 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 or 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 or 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 or Delegate (as the case may be) has been advised of the possibility of such loss or damages.
(e) In the event that the Common Security Agent is required to acquire title to an asset for any reason, or take any managerial action of any kind in regard thereto, in order to carry out any obligation for the benefit of another, which in the Common Security Agent’s sole discretion may cause the Common Security Agent to be considered an “owner or operator” under the provisions of CERCLA or otherwise cause the Common Security Agent to incur liability under CERCLA or any other federal, state or local law, the Common Security Agent reserves the right, instead of taking such action, to either resign as the Common Security Agent or arrange for the transfer of the title or control of the asset to a court-appointed receiver. Except for such claims or actions arising directly from the gross negligence or willful misconduct of the Common Security Agent, the Common Security Agent shall not be liable to any person or entity for any environmental claims or contribution actions under any federal, state or local law, rule or regulation by reason of the Common Security Agent’s actions and conduct as authorised, empowered and directed hereunder or relating to the discharge, release or threatened release of hazardous materials into the environment. If at any time after any foreclosure on the Transaction Security (or a transfer in lieu of foreclosure) upon the exercise of remedies in accordance with this Agreement and the applicable Debt Documents it is necessary or advisable to take possession, own, operate or manage any portion of the Transaction Security by any person or entity other than the relevant borrower, the Common Security Agent shall appoint an appropriately qualified person to possess, own, operate or manage such Transaction Security.
Appears in 1 contract
EXCLUSION OF LIABILITY. (a) Without limiting paragraph (b) below (and without prejudice to any other provision of any Finance Document excluding or limiting the liability of the Security Agent, any Receiver Agent or Delegatethe Issuing Bank), none of the Security Agent, any Receiver nor any Delegate Agent or the Issuing 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 value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Finance Document or the Transaction Security 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 by, or in connection with with, any Finance Document, the Transaction Security or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Finance Document or the Transaction Security;
(iii) any shortfall which arises on the enforcement or realisation of the Transaction 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 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 Security Agent, a Receiver Agent or a Delegate the Issuing Bank in respect of any claim it might have against the Security Agent, a Receiver Agent or a Delegate or the Issuing Bank in respect of any act or omission of any kind by that officer, employee or agent in relation to any Finance Document or any Transaction Security Document and any officer, employee or agent of the Security Agent, a Receiver Agent or a Delegate the Issuing Bank may rely on this paragraph (b) Clause subject to Clause 1.4 1.3 (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 Security Agent or any Arranging Bank 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 Secured Party (other than the Security Agent)Lender, on behalf of any Secured Party (other than the Security Agent) Lender or Hedge Counterparty and each Secured Party (other than the Security Agent) Lender and Hedge Counterparty confirms to the Security Agent and the Arranging Banks 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 Security AgentAgent or the Arranging Banks.
(de) Without prejudice to any provision of any Finance Document excluding or limiting the liability of the Security Agent, any Receiver or Delegate’s liability, any liability of the Security Agent, any Receiver or Delegate Agent arising under or in connection with any Finance Document or the Transaction Security 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 Security Agent, Receiver or Delegate (as the case may be) Agent 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 Security Agent, Receiver or Delegate (as the case may be) Agent at any time which increase the amount of that loss. In no event shall the Security Agent, any Receiver or Delegate 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 Security Agent, Receiver or Delegate (as the case may be) Agent 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 Finance Debt Document excluding or limiting the liability of the Security Agent, any Receiver or Delegate), none of the 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 Finance Debt Document or the Transaction 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 by, or in connection with with, any Finance Debt 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 Finance Debt Document or the Transaction SecuritySecurity Property;
(iii) any shortfall which arises on the enforcement or realisation of the Transaction SecuritySecurity 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 Security Agent, that Receiver or that Delegate (as applicable)) may take any proceedings against any officer, employee or agent of the Security Agent, a Receiver or a Delegate in respect of any claim it might have against 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 Finance Debt Document or any Transaction Security Property and any officer, employee or agent of the Security Agent, a Receiver or a Delegate may rely on this paragraph (b) Clause subject to Clause 1.4 1.3 (Third party rightsParty Rights) and the provisions of the Third Parties Act.
(c) Nothing in this Agreement shall oblige the Security Agent to carry out:
out any: (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 Secured Party (other than the Security Agent), on behalf of any Secured Party (other than the Security Agent) and each Secured Party (other than the Security Agent) confirms to 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 Security Agent.
(d) Without prejudice to any provision of any Finance Document excluding or limiting the liability of the Security Agent, any Receiver or Delegate, any liability of the Security Agent, any Receiver or Delegate arising under or in connection with any Finance Document or the Transaction Security 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 Security Agent, Receiver or 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 Security Agent, Receiver or Delegate (as the case may be) at any time which increase the amount of that loss. In no event shall the Security Agent, any Receiver or 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 Security Agent, Receiver or Delegate (as the case may be) has been advised of the possibility of such loss or damages.
Appears in 1 contract
Sources: Intercreditor Agreement
EXCLUSION OF LIABILITY. (a) Without limiting paragraph (b) below (and without prejudice to any other provision of any Finance Debt Document excluding or limiting the liability of the Security Agent, any Receiver or Delegate), none of the 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 Finance Debt 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 Finance Debt 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 Finance Debt Document or the Transaction SecuritySecurity Property;
(iii) any shortfall which arises on the enforcement or realisation of the Transaction SecuritySecurity 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:
(A1) any act, event or circumstance not reasonably within its control; or
(B2) 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 Security Agent, that Receiver or that Delegate (as applicable)) may take any proceedings against any officer, employee or agent of the Security Agent, a Receiver or a Delegate in respect of any claim it might have against 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 Finance Debt Document or any Transaction Security Property and any officer, employee or agent of the Security Agent, a Receiver or a Delegate may rely on this paragraph (b) subject to Clause 1.4 clause 1.3 (Third party rights) and the provisions of the Third Parties Act.
(c) Nothing in this Agreement shall oblige the Security Agent 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 Secured Party (other than the Security Agent)Creditor, on behalf of any Secured Party (other than the Security Agent) Creditor and each Secured Party (other than the Security Agent) Creditor confirms to 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 Security Agent.
(d) Without prejudice to any provision of any Finance Debt Document excluding or limiting the liability of the Security Agent, any Receiver or Delegate, any liability of the Security Agent, any Receiver or Delegate arising under or in connection with any Finance Debt 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 Security Agent, Receiver or 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 Security Agent, Receiver or Delegate (as the case may be) at any time which increase the amount of that loss. In no event shall the Security Agent, any Receiver or 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 Security Agent, Receiver or Delegate (as the case may be) has been advised of the possibility of such loss or damages.
Appears in 1 contract
Sources: Intercreditor Agreement
EXCLUSION OF LIABILITY. (a) Without limiting paragraph (b) below (and without prejudice to any other provision of any Finance Document excluding or limiting the liability of the Security Agent, or any Receiver or DelegateAncillary Lender), none of the Security Agent, any Receiver 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 value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Finance Document or the Transaction Security 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 by, or in connection with with, any Finance Document, the Transaction Security or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Finance Document or the Transaction Security;
(iii) any shortfall which arises on the enforcement or realisation of the Transaction 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 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 Security Agent, a Receiver Agent or a Delegate any Ancillary Lender in respect of any claim it might have against the 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 Finance Document or any Transaction Security and any officer, employee or agent of the Security Agent, a Receiver Agent or a Delegate any Ancillary Lender may rely on this paragraph (b) Clause subject to Clause 1.4 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 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 Secured Party (other than the Security Agent)Lender, on behalf of any Secured Party (other than the Security Agent) Lender and each Secured Party (other than the Security Agent) Lender confirms to 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 Security AgentAgent or the Arranger.
(de) Without prejudice to any provision of any Finance Document excluding or limiting the liability of the Security Agent, any Receiver or Delegate’s liability, any liability of the Security Agent, any Receiver or Delegate Agent arising under or in connection with any Finance Document or the Transaction Security 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 Security Agent, Receiver or Delegate (as the case may be) Agent 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 Security Agent, Receiver or Delegate (as the case may be) Agent at any time which increase the amount of that loss. In no event shall the Security Agent, any Receiver or Delegate 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 Security Agent, Receiver or Delegate (as the case may be) Agent 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 Finance Document excluding or limiting the liability of the Security Agent, any Receiver or Delegate), none of the 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 value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Finance Document or the Transaction Security 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 by, or in connection with with, any Finance Document, the Transaction Security Document or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Finance Document or the Transaction Security;
(iii) any shortfall which arises on the enforcement or realisation of the Transaction SecurityDocument; 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 Security Agent, that Receiver or that Delegate (as applicable)) may take any proceedings against any officer, employee or agent of the Security Agent, a Receiver or a Delegate Agent in respect of any claim it might have against 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 Finance Document or any Transaction Security and any officer, employee or agent of the Security Agent, a Receiver or a Delegate Agent may rely on this paragraph (b) Clause 28.10 subject to Clause 1.4 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 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 Secured Party (other than the Security Agent)Lender or for any Affiliate of any Lender, on behalf of any Secured Party (other than the Security Agent) Lender and each Secured Party (other than the Security Agent) Lender confirms to 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 Security AgentAgent or the Arranger.
(de) Without prejudice to any provision of any Finance Document excluding or limiting the liability of the Security Agent, any Receiver or Delegate’s liability, any liability of the Security Agent, any Receiver or Delegate Agent arising under or in connection with any Finance Document or the Transaction Security 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 Security Agent, Receiver or Delegate (as the case may be) Agent 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 Security Agent, Receiver or Delegate (as the case may be) Agent at any time which increase the amount of that loss. In no event shall the Security Agent, any Receiver or Delegate 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 Security Agent, Receiver or Delegate (as the case may be) Agent 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 Finance Debt Document excluding or limiting the liability of the Security Agent, any Receiver or Delegate), none of the 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 Finance Debt Document or the Transaction Security Property unless directly caused by its gross negligence or wilful misconduct;misconduct;
(ii) exercising or not exercising any right, power, authority or discretion given to it by by, or in connection with with, any Finance Debt 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 Finance Debt Document or the Transaction SecuritySecurity Property;
(iii) any shortfall which arises on the enforcement or realisation of the Transaction SecuritySecurity Property; oror
(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 Security Agent, that Receiver or that Delegate (as applicable)) may take any proceedings against any officer, employee or agent of the Security Agent, a Receiver or a Delegate in respect of any claim it might have against 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 Finance Debt Document or any Transaction Security and any officer, employee or agent of the Security Agent, a Receiver or a Delegate may rely on this paragraph (b) subject to Clause 1.4 (Third party rights) and the provisions of the Third Parties Act.Property.
(c) Nothing in this Agreement shall oblige the 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 Secured Party (other than the Security Agent)Primary Creditor, on behalf of any Secured Party (other than the Security Agent) Primary Creditor and each Secured Party (other than the Security Agent) Primary Creditor confirms to 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 Security Agent.
(d) Without prejudice to any provision of any Finance Debt Document excluding or limiting the liability of the Security Agent, any Receiver or Delegate, any liability of the Security Agent, any Receiver or Delegate arising under or in connection with any Finance Debt 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 Security Agent, Receiver or 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 Security Agent, Receiver or Delegate (as the case may be) at any time which increase the amount of that loss. In no event shall the Security Agent, any Receiver or 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 Security Agent, Receiver or Delegate (as the case may be) has been advised of the possibility of such loss or damages.
Appears in 1 contract
Sources: Intercreditor Agreement
EXCLUSION OF LIABILITY. (a) Without limiting paragraph (b) below (and without prejudice to any other provision of any Finance Document excluding or limiting the liability of the Security Mezzanine Agent, the Mezzanine Security Agent or any Receiver or Delegate), none of the Security Mezzanine Agent, the Mezzanine Security Agent or 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 Finance Document or the Transaction 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 by, or in connection with with, 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 Finance Document or the Transaction SecuritySecurity Property;
(iii) any shortfall which arises on the enforcement or realisation of the Transaction SecuritySecurity 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 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 Mezzanine Agent, the Mezzanine Security Agent, that a Receiver or that a Delegate (as applicable)) may take any proceedings against any officer, employee or agent of the Mezzanine Agent, the Mezzanine Security Agent, a Receiver or a Delegate Delegate, in respect of any claim it might have against the Mezzanine Agent, the Mezzanine Security Agent, a 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 Finance Document or any Transaction Security Property, and any officer, employee or agent of the Mezzanine Agent, the Mezzanine Security Agent, a Receiver or a Delegate may rely on this paragraph (b) Clause 26.11, subject to Clause 1.4 (Third party rights) and the provisions of the Third Parties Act.
(c) Neither the Mezzanine Agent nor the Mezzanine 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 Mezzanine Agent or the Mezzanine Security Agent (as applicable) if the Mezzanine Agent or Mezzanine 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 Mezzanine Agent or the Mezzanine Security Agent (as applicable) for that purpose.
(d) Nothing in this Agreement shall oblige the Mezzanine Agent, the Mezzanine 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 Secured Party (other than the Security Agent)Finance Party, on behalf of any Secured Party (other than the Security Agent) Lender, and each Secured Party (other than the Security Agent) Lender confirms to the Mezzanine Agent, the Mezzanine 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 Mezzanine Agent, the Mezzanine Security AgentAgent or the Arranger.
(de) Without prejudice to any provision of any Finance Document excluding or limiting the liability of the Mezzanine Agent, the Mezzanine Security Agent, any Receiver or Delegate, any liability of the Mezzanine Agent, the Mezzanine Security Agent, any Receiver or Delegate arising under or in connection with any 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 Mezzanine Agent, the Mezzanine Security Agent, Receiver or 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 Mezzanine Agent, the Mezzanine Security Agent, any Receiver or Delegate (as the case may be) at any time which increase the amount of that loss. In no event shall the Mezzanine Agent, the Mezzanine Security Agent, any Receiver or 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 Mezzanine Agent, the Mezzanine Security Agent, the Receiver or Delegate (as the case may be) has been advised of the possibility of such loss or damages.
Appears in 1 contract
Sources: Mezzanine Facility Agreement (American Realty Capital Global Trust II, Inc.)
EXCLUSION OF LIABILITY. (a) Without limiting paragraph (b) below (and without prejudice to any other provision of any Finance Debt Document excluding or limiting the liability of the Security Agent, any Receiver or Delegate), none of the 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 Finance Debt 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 Finance Debt 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 Finance Debt Document or the Transaction SecuritySecurity Property;
(iii) any shortfall which arises on the enforcement or realisation of the Transaction SecuritySecurity 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 Security Agent, that Receiver or that Delegate (as applicable)) may take any proceedings against any officer, employee or agent of the Security Agent, a Receiver or a Delegate in respect of any claim it might have against 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 Finance Debt Document or any Transaction Security and any officer, employee or agent of the Security Agent, a Receiver or a Delegate may rely on this paragraph (b) subject to Clause 1.4 (Third party rights) and the provisions of the Third Parties ActProperty.
(c) Nothing in this Agreement shall oblige the 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 Secured Party (other than the Security Agent)Primary Creditor, on behalf of any Secured Party (other than the Security Agent) Primary Creditor and each Secured Party (other than the Security Agent) Primary Creditor confirms to 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 Security Agent.
(d) Without prejudice to any provision of any Finance Debt Document excluding or limiting the liability of the Security Agent, any Receiver or Delegate, any liability of the Security Agent, any Receiver or Delegate arising under or in connection with any Finance Debt 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 Security Agent, Receiver or 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 Security Agent, Receiver or Delegate (as the case may be) at any time which increase the amount of that loss. In no event shall the Security Agent, any Receiver or 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 Security Agent, Receiver or Delegate (as the case may be) has been advised of the possibility of such loss or damages.
Appears in 1 contract
Sources: Intercreditor Agreement
EXCLUSION OF LIABILITY. (a) Without limiting paragraph (b) below (and without prejudice to any other provision of any Finance Document excluding or limiting the liability of the Security Facility Agent, any Receiver or Delegate), none of the 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 value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Finance Document or the Transaction Security 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 by, or in connection with with, any Finance Document, the Transaction Security Document or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Finance Document Document, other than by reason of its gross negligence or the Transaction Security;
(iii) any shortfall which arises on the enforcement or realisation of the Transaction Securitywilful 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 what-soever 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 Security Facility Agent, that Receiver or that Delegate (as applicable)) may take any proceedings against any officer, employee or agent of the Security Agent, a Receiver or a Delegate Facility Agent in respect of any claim it might have against the 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 Finance Document or any Transaction Security and any officer, employee or agent of the Security Agent, a Receiver or a Delegate Facility Agent may rely on this paragraph (b) subject to Clause 1.4 (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 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 Secured Party (other than the Security Agent)Lender, on behalf of any Secured Party (other than the Security Agent) Lender and each Secured Party (other than the Security Agent) Lender confirms to the 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 Security AgentFacility Agent or the Arranger.
(de) Without prejudice to any provision of any Finance Document excluding or limiting the liability of the Security Facility Agent, any Receiver or Delegate’s liability, any liability of the Security Agent, any Receiver or Delegate Facility Agent arising under or in connection with any Finance Document or the Transaction Security 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 Security Agent, Receiver or Delegate (as the case may be) Facility Agent or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions condi- tions or circumstances known to the Security Agent, Receiver or Delegate (as the case may be) Facility Agent at any time which increase the amount of that loss. In no event shall the Security Agent, any Receiver or Delegate 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 Security Agent, Receiver or Delegate (as the case may be) Facility Agent has been advised of the possibility of such loss or damages.
Appears in 1 contract
Sources: Multicurrency Revolving Facility Agreement (H Lundbeck a S)
EXCLUSION OF LIABILITY. (a) Without limiting paragraph (b) below (and without prejudice to any other provision of any Finance Document excluding or limiting the liability of the Security Agent, any Receiver or Delegate), none of 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 value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection 87 3202599488 with any Finance Document or the Transaction Security 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 by, or in connection with with, any Finance Document, the Transaction Security Document or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Finance Document Document, other than by reason of its gross negligence or the Transaction Security;
wilful misconduct; or (iii) any shortfall which arises on the enforcement or realisation of the Transaction 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) 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 Security Agent, that Receiver or that Delegate (as applicable)) may take any proceedings against any officer, employee or agent of the Security Agent, a Receiver or a Delegate in respect of any claim it might have against 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 Finance Document or any Transaction Security and any officer, employee or agent of the Security Agent, a Receiver or a Delegate may rely on this paragraph (b) subject to Clause 1.4 (Third party rights) and the provisions of the Third Parties Act.
(c) Nothing in this Agreement shall oblige the 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 Secured Party (other than the Security Agent), on behalf of any Secured Party (other than the Security Agent) and each Secured Party (other than the Security Agent) confirms to 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 Security Agent.
(d) Without prejudice to any provision of any Finance Document excluding or limiting the liability of the Security Agent, any Receiver or Delegate, any liability of the Security Agent, any Receiver or Delegate arising under or in connection with any Finance Document or the Transaction Security 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 Security Agent, Receiver or 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 Security Agent, Receiver or Delegate (as the case may be) at any time which increase the amount of that loss. In no event shall the Security Agent, any Receiver or 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 Security Agent, Receiver or Delegate (as the case may be) has been advised of the possibility of such loss or damages.
Appears in 1 contract
Sources: Multicurrency Bridge Facility Agreement (Gold Fields LTD)
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 Finance Document the Restructuring Deed excluding or limiting the liability of the Security Agent, any Receiver or DelegateHolding Period Trustee), none of the 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 value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Finance Document this Deed or the Transaction Security 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 by, or in connection with any Finance Documentthis Deed or the Restructuring Deed, the Transaction Security or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Finance Document with this Deed or the Transaction Security;Restructuring Deed; or
(iiic) any shortfall which arises on the enforcement or realisation any sale of the Transaction SecurityTrust 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 Security Agent, that Receiver or that Delegate (as applicable)) may take any proceedings against any officer, employee or agent of the Security Agent, a Receiver or a Delegate in respect of any claim it might have against 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 Finance Document or any Transaction Security and any officer, employee or agent of the Security Agent, a Receiver or a Delegate may rely on this paragraph (b) subject to Clause 1.4 (Third party rights) and the provisions of the Third Parties Act.
(c) Nothing in this Agreement shall oblige the 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 Secured Party (other than the Security Agent), on behalf of any Secured Party (other than the Security Agent) and each Secured Party (other than the Security Agent) confirms to 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 Security Agent.
(d) Without prejudice to any provision of any Finance Document excluding or limiting the liability of the Security Agent, any Receiver or Delegate, any liability of the Security Agent, any Receiver or Delegate arising under or in connection with any Finance Document or the Transaction Security 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 Security Agent, Receiver or 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 Security Agent, Receiver or Delegate (as the case may be) at any time which increase the amount of that loss. In no event shall the Security Agent, any Receiver or 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 Security Agent, Receiver or Delegate (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 Finance Document excluding or limiting the liability of the Security Agent, any Receiver or Delegate), none of the 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 value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Finance Document or the Transaction Security 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 by, or in connection with with, any Finance Document, Document or the Transaction Security or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Finance Document or the Transaction Security, other than by reason of its gross negligence or wilful misconduct;
(iii) any shortfall which arises on the enforcement or realisation of the Transaction 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) 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 Security Agent, that Receiver or that Delegate (as applicable)) may take any proceedings against any officer, employee or agent of the Security Agent, a Receiver or a Delegate in respect of any claim it might have against 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 Finance Document or any Transaction Security and any officer, employee or agent of the Security Agent, a Receiver or a Delegate may rely on this paragraph (b) subject to Clause 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 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 Lender or other Secured Party (or for any Affiliate of any Lender or other than the Security Agent)Secured Party, on behalf of any Lender or other Secured Party (other than the Security Agent) and each Lender and other Secured Party (other than the Security Agent) confirms to 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 Security AgentAgent or the Arranger.
(de) Without prejudice to any provision of any Finance Document excluding or limiting the liability of the Security Agent, any Receiver or Delegate, any liability of the Security Agent, any Receiver or Delegate arising under or in connection with any Finance Document or the Transaction Security 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 Security Agent, Receiver or 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 Security Agent, Receiver or Delegate (as the case may be) at any time which increase the amount of that loss. In no event shall the Security Agent, any Receiver or 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 Security Agent, Receiver or Delegate (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 Finance Document excluding or limiting the liability of the Security Agent, any Receiver or Delegate), none of the 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 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 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 Finance Document or the Transaction SecuritySecurity Property;
(iii) any shortfall which arises on the enforcement or realisation of the Transaction SecuritySecurity 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 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 Security Agent, a Receiver or a Delegate in respect of any claim it might have against 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 any Related Party in relation to any Finance Document or any Transaction Security Property and any officer, employee or agent Related Party of the Security Agent, a Receiver or a Delegate may rely on this paragraph (b) Clause subject to Clause 1.4 (Third party rights) and the provisions of the Third Parties Act).
(c) Nothing in this Agreement shall oblige the 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 Secured Party (other than the Security Agent)Party, on behalf of any Secured Party (other than the Security Agent) and each Secured Party (other than the Security Agent) confirms to 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 Security Agent.
(d) Without prejudice to any provision of any Finance Document excluding or limiting the liability of the Security Agent, any Receiver or Delegate, any liability of the Security Agent, any Receiver or Delegate arising under or in connection with any Finance Document or the Transaction 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 Security Agent, Receiver or 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 Security Agent, Receiver or Delegate (as the case may be) at any time which increase the amount of that loss. In no event shall the Security Agent, any Receiver or 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 Security Agent, Receiver or Delegate (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 Finance Document excluding or limiting the liability of the Security Agent, any Receiver or Delegate), none of the 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 value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Finance Document or the Transaction Security 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 by, or in connection with with, any Finance Document, the Transaction Security or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Finance Document or the Transaction Security;
(iii) any shortfall which arises on the enforcement or realisation of the Transaction 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 Security Agent, that Receiver or that Delegate (as applicable)) may take any proceedings against any officer, employee or agent of the Security Agent, a Receiver or a Delegate in respect of any claim it might have against 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 Finance Document or any Transaction Security Document and any officer, employee or agent of the Security Agent, a Receiver or a Delegate Agent may rely on this paragraph (b) Clause subject to Clause 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 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 Secured Party (other than the Security Agent)Lender, on behalf of any Secured Party (other than the Security Agent) Lender and each Secured Party (other than the Security Agent) Lender confirms to the 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 Security AgentAgent or the MLABs.
(de) Without prejudice to any provision of any Finance Document excluding or limiting the liability of the Security Agent, any Receiver or Delegate's liability, any liability of the Security Agent, any Receiver or Delegate Agent arising under or in connection with any Finance Document or the Transaction Security 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 Security Agent, Receiver or Delegate (as the case may be) Agent 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 Security Agent, Receiver or Delegate (as the case may be) Agent at any time which increase the amount of that loss. In no event shall the Security Agent, any Receiver or Delegate 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 Security Agent, Receiver or Delegate (as the case may be) Agent 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 Finance Debt Document excluding or limiting the liability of the Security Agent, any Receiver or Delegate), none of the 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 Finance Debt 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 Finance Debt 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 Finance Debt Document or the Transaction SecuritySecurity Property;
(iii) any shortfall which arises on the enforcement or realisation of the Transaction SecuritySecurity 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 Security Agent, that Receiver or that Delegate (as applicable)) may take any proceedings against any officer, employee or agent of the Security Agent, a Receiver or a Delegate in respect of any claim it might have against 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 Finance Debt Document or any Transaction Security Property and any officer, employee or agent of the Security Agent, a Receiver or a Delegate may rely on this paragraph (b) subject to Clause 1.4 1.3 (Third party rights) and the provisions of the Third Parties Act.
(c) Nothing in this Agreement shall oblige the 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 Secured Party (other than the Security Agent)Primary Creditor, on behalf of any Secured Party (other than the Security Agent) Primary Creditor and each Secured Party (other than the Security Agent) Primary Creditor confirms to 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 Security Agent.
(d) Without prejudice to any provision of any Finance Debt Document excluding or limiting the liability of the Security Agent, any Receiver or Delegate, any liability of the Security Agent, any Receiver or Delegate arising under or in connection with any Finance Debt 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 Security Agent, Receiver or 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 Security Agent, Receiver or Delegate (as the case may be) at any time which increase the amount of that loss. In no event shall the Security Agent, any Receiver or 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 Security Agent, Receiver or Delegate (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 Finance Document excluding or limiting the liability of the Security Agent, any Receiver or Delegate), none of Agent and the Security Agent), any Receiver nor any Delegate the Agent and the Security Agent will not 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 Finance Document or the Transaction Security 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 by, or in connection with with, any Finance Document, the Transaction Security Document or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Finance Document Document, other than by reason of its gross negligence or the Transaction Security;
wilful misconduct; or (iii) any shortfall which arises on the enforcement or realisation of the Transaction 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 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 Security Agent, that Receiver or that Delegate (as applicable)) may take any proceedings against any officer, employee or agent of the Security Agent, a Receiver or a Delegate Agent in respect of any claim it might have against 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 Finance Document or any Transaction Security and any officer, employee or agent of the Security Agent, a Receiver or a Delegate Agent may rely on this paragraph (b) subject to Clause 1.4 (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 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 Secured Party (other than the Security Agent)Lender, on behalf of any Secured Party (other than the Security Agent) Lender and each Secured Party (other than the Security Agent) Lender confirms to the 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 Agent, the Security AgentAgent or the Arranger.
(de) Without prejudice to any provision of any Finance Document excluding or limiting the liability of the Security Agent, any Receiver or Delegate's liability, any liability of the Agent or the Security Agent, any Receiver or Delegate Agent arising under or in connection with any Finance Document or the Transaction Security 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 Agent and the Security Agent, Receiver or Delegate (as the case may be) Agent 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 Agent and the Security Agent, Receiver or Delegate (as the case may be) Agent at any time which increase the amount of that loss. In no event shall the Security Agent, any Receiver or Delegate 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 Security Agent, Receiver or Delegate (as the case may be) Agent 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) Without limiting paragraph (b) below (and without prejudice to any other provision of any Finance Debt Document excluding or limiting the liability of the Security Agent, any Receiver or Delegate), none of the 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 Finance Debt 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 Finance Debt 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 Finance Debt Document or the Transaction SecuritySecurity Property;
(iii) any shortfall which arises on the enforcement or realisation of the Transaction SecuritySecurity 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:
(A1) any act, event or circumstance not reasonably within its control; or
(B2) 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 Security Agent, that Receiver or that Delegate (as applicable)) may take any proceedings against any officer, employee or agent of the Security Agent, a Receiver or a Delegate in respect of any claim it might have against 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 Finance Debt Document or any Transaction Security Property and any officer, employee or agent of the Security Agent, a Receiver or a Delegate may rely on this paragraph (b) Clause subject to Clause 1.4 1.3 (Third party rights) and the provisions of the Third Parties Act.
(c) Nothing in this Agreement shall oblige the 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 Secured Party (other than the Security Agent)Senior Creditor, on behalf of any Secured Party (other than the Security Agent) Senior Creditor and each Secured Party (other than the Security Agent) Senior Creditor confirms to 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 Security Agent.
(d) Without prejudice to any provision of any Finance Debt Document excluding or limiting the liability of the Security Agent, any Receiver or Delegate, any liability of the Security Agent, any Receiver or Delegate arising under or in connection with any Finance Debt 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 Security Agent, Receiver or 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 Security Agent, Receiver or Delegate (as the case may be) at any time which increase the amount of that loss. In no event shall the Security Agent, any Receiver or 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 Security Agent, Receiver or Delegate (as the case may be) has been advised of the possibility of such loss or damages.
Appears in 1 contract
Sources: Intercreditor Agreement
EXCLUSION OF LIABILITY. (a) Without limiting paragraph (b) below (and without prejudice to any other provision of any Finance Document excluding or limiting the liability of the Security Agent, any Receiver or Delegate), none of the 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 value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Finance Document or the Transaction Security 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 by, or in connection with with, any Finance Document, the Transaction Security Document or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Finance Document or the Transaction Security;
(iii) any shortfall which arises on the enforcement or realisation of the Transaction SecurityDocument; 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 Security Agent, that Receiver or that Delegate (as applicable)) may take any proceedings against any officer, employee or agent of the Security Agent, a Receiver or a Delegate Agent in respect of any claim it might have against 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 Finance Document or any Transaction Security and any officer, employee or agent of the Security Agent, a Receiver or a Delegate Agent may rely on this paragraph (b) Clause 28.10 subject to Clause 1.4 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 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 Secured Party (other than the Security Agent)Lender or for any Affiliate of any Lender, on behalf of any Secured Party (other than the Security Agent) Lender and each Secured Party (other than the Security Agent) Lender confirms to 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 Security AgentAgent or the Arranger.
(de) Without prejudice to any provision of any Finance Document excluding or limiting the liability of the Security Agent, any Receiver or Delegate’s liability, any liability of the Security Agent, any Receiver or Delegate Agent arising under or in connection with any Finance Document or the Transaction Security 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 Security Agent, Receiver or Delegate (as the case may be) Agent 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 Security Agent, Receiver or Delegate (as the case may be) Agent at any time which increase the amount of that loss. In no event shall the Security Agent, any Receiver or Delegate 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 Security Agent, Receiver or Delegate (as the case may be) Agent 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 (b) below (and without prejudice to any other provision of any Finance 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 value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Finance Debt 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 Finance Debt Document, including, without limitation, when (x) acting as attorney of any Party under any Debt Document and (y) exercising any right, power or authority in accordance with paragraph (f) of AMERICAS 120207225 Clause 26.5 (Instructions) above, 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 Finance Debt Document or the Transaction SecuritySecurity Property;
(iii) any shortfall which arises on the enforcement or realisation of the Transaction SecuritySecurity 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 Finance Debt 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 paragraph (b) Clause 26.13 subject to Clause 1.4 1.3 (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 Secured Party (other than the Security Agent)Primary Creditor, on behalf of any Secured Party (other than the Security Agent) Primary Creditor and each Secured Party (other than the Security Agent) 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 Finance Debt Document excluding or limiting the liability of the Common Security Agent, any Receiver or Delegate, any liability of the Common Security Agent, any Receiver or Delegate arising under or in connection with any Finance Debt 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 or 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 or 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 or Delegate be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential AMERICAS 120207225 damages, whether or not the Common Security Agent, Receiver or Delegate (as the case may be) has been advised of the possibility of such loss or damages.
(e) In the event that the Common Security Agent is required to acquire title to an asset for any reason, or take any managerial action of any kind in regard thereto, in order to carry out any obligation for the benefit of another, which in the Common Security Agent’s sole discretion may cause the Common Security Agent to be considered an “owner or operator” under the provisions of CERCLA or otherwise cause the Common Security Agent to incur liability under CERCLA or any other federal, state or local law, the Common Security Agent reserves the right, instead of taking such action, to either resign as the Common Security Agent or arrange for the transfer of the title or control of the asset to a court-appointed receiver. Except for such claims or actions arising directly from the gross negligence or willful misconduct of the Common Security Agent, the Common Security Agent shall not be liable to any person or entity for any environmental claims or contribution actions under any federal, state or local law, rule or regulation by reason of the Common Security Agent’s actions and conduct as authorized, empowered and directed hereunder or relating to the discharge, release or threatened release of hazardous materials into the environment. If at any time after any foreclosure on the Transaction Security (or a transfer in lieu of foreclosure) upon the exercise of remedies in accordance with this Agreement and the applicable Debt Documents it is necessary or advisable to take possession, own, operate or manage any portion of the Transaction Security by any person or entity other than the Borrower, the Common Security Agent shall appoint an appropriately qualified person to possess, own, operate or manage such Transaction Security.
Appears in 1 contract
EXCLUSION OF LIABILITY. (a) Without limiting paragraph (b) below (and without prejudice to any other provision of any Finance Document excluding or limiting the liability of the Security Agent, any Receiver or Delegate), none of 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 value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Finance Document or the Transaction Security 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 by, or in connection with with, any Finance Document, the Transaction Security Document or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Finance Document Document, other than by reason of its gross negligence or the Transaction Security;
(iii) any shortfall which arises on the enforcement or realisation of the Transaction Securitywilful 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; systems natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.
(b) No Party (other than the Security Agent, that Receiver or that Delegate (as applicable)) may take any proceedings against any officer, employee or agent of the Security Agent, a Receiver or a Delegate in respect of any claim it might have against 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 Finance Document or any Transaction Security and any officer, employee or agent of the Security Agent, a Receiver or a Delegate may rely on this paragraph (b) subject to Clause 1.4 (Third party rights) and the provisions of the Third Parties Act.
(c) Nothing in this Agreement shall oblige the 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 Secured Party (other than the Security Agent), on behalf of any Secured Party (other than the Security Agent) and each Secured Party (other than the Security Agent) confirms to 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 Security Agent.
(d) Without prejudice to any provision of any Finance Document excluding or limiting the liability of the Security Agent, any Receiver or Delegate, any liability of the Security Agent, any Receiver or Delegate arising under or in connection with any Finance Document or the Transaction Security 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 Security Agent, Receiver or 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 Security Agent, Receiver or Delegate (as the case may be) at any time which increase the amount of that loss. In no event shall the Security Agent, any Receiver or 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 Security Agent, Receiver or Delegate (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 (Hamilton Insurance Group, Ltd.)
EXCLUSION OF LIABILITY.
(a) Without limiting paragraph (b) below (and without prejudice to any other provision of any Finance Transaction Document excluding or limiting the liability of the Security Agent, any Receiver or Delegate), none of the 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 Finance Transaction Document or the Transaction Security unless directly caused by its gross negligence or wilful misconduct;misconduct;
(ii) exercising or not exercising any right, power, authority or discretion given to it by or in connection with any Finance Transaction Document, the Transaction Security or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Finance Transaction Document or the Transaction Security;
(iii) any shortfall which arises on the enforcement or realisation of the Transaction Security; oror
(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 natura l disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.
(b) No Party (other than the Security Agent, that Receiver or that Delegate (as applicable)) may take any proceedings against any officer, employee or agent of the Security Agent, a Receiver or a Delegate in respect of any claim it might have against 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 Finance Transaction Document or any Transaction Security and any officer, employee employe e or agent of the Security Agent, a Receiver or a Delegate may rely on this paragraph (b) ), subject to Clause 1.4 1.3 (Third party rights) and the provisions of the Third Parties Act.Act.
(c) Nothing in this Agreement the Transaction Documents shall oblige the 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 Secured Party (other than the Security Agent), on behalf of any Secured Party (other than the Security Agent) and each Secured Party (other than the Security Agent) confirms to 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 Security Agent.
(d) Without prejudice to any provision of any Finance Document excluding or limiting the liability of the Security Agent, any Receiver or Delegate, any liability of the Security Agent, any Receiver or Delegate arising under or in connection with any Finance Document or the Transaction Security 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 Security Agent, Receiver or 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 Security Agent, Receiver or Delegate (as the case may be) at any time which increase the amount of that loss. In no event shall the Security Agent, any Receiver or 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 Security Agent, Receiver or Delegate (as the case may be) has been advised of the possibility of such loss or damages.
Appears in 1 contract
Sources: Common Terms Agreement
EXCLUSION OF LIABILITY. (a) Without limiting paragraph (b) below (and without prejudice to any other provision of any Finance Document excluding or limiting the liability of the Security Agent, any Receiver or Delegate), none of the 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 Finance Document or the Transaction Security 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 Finance Document, the Transaction Security or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Finance Document or the Transaction Security, other than by reason of its gross negligence or wilful misconduct;
(iii) any shortfall which arises on the enforcement or realisation of the Transaction 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 Security Agent, that Receiver or that Delegate (as applicable)) may take any proceedings against any officer, employee or agent of the Security Agent, a Receiver or a Delegate in respect of any claim it might have against 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 Finance Document or any Transaction Security and any officer, employee or agent of the Security Agent, a Receiver or a Delegate may rely on this paragraph (b) subject to Clause 1.4 (Third party rights) and the provisions of the Third Parties Act.
(c) Nothing in this Agreement shall oblige the 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 other Secured Party (other than the Security Agent)Party, on behalf of any other Secured Party (other than the Security Agent) and each other Secured Party (other than the Security Agent) confirms to 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 Security Agent.
(d) Without prejudice to any provision of any Finance Document excluding or limiting the liability of the Security Agent, any Receiver or Delegate, any liability of the Security Agent, any Receiver or Delegate arising under or in connection with any Finance Document or the Transaction Security 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 Security Agent, Receiver or 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 Security Agent, Receiver or Delegate (as the case may be) at any time which increase the amount of that loss. In no event shall the Security Agent, any Receiver or 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 Security Agent, Receiver or Delegate (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 Finance Document excluding or limiting the liability of the Security Facility Agent, any Receiver or Delegate), none of the 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 value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Finance Document or the Transaction Security 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 by, or in connection with any Finance Document, the Transaction Security Document or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Finance Document Document, other than by reason of its gross negligence or the Transaction Security;
(iii) any shortfall which arises on the enforcement or realisation of the Transaction Securitywilful 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 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 party (other than the Security Facility Agent, that Receiver or that Delegate (as applicable)) may take any proceedings against any officer, employee or agent of the Security Agent, a Receiver or a Delegate Facility Agent in respect of any claim it VP/#65700180 might have against the 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 Finance Document or any Transaction Security and any officer, employee or agent of the Security Agent, a Receiver or a Delegate Facility Agent may rely on this paragraph (b) subject to Clause 1.4 (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 Security Facility Agent to carry out:
(i) conduct on behalf of any Lender any “know your customer” or other checks procedures in relation to any person; or
(ii) Person or any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Secured Party (other than the Security Agent), on behalf of any Secured Party (other than the Security Agent) Lender and each Secured Party (other than the Security Agent) Lender confirms to the Security Facility Agent that it is solely responsible for any such checks procedures it is required to carry out conduct and that it may shall not rely on any statement in relation to any such checks procedures made by the Security Facility Agent.
(de) Without prejudice to any provision of any Finance Document excluding or limiting the liability of the Security Facility Agent, any Receiver or Delegate’s liability, any liability of the Security Agent, any Receiver or Delegate Facility Agent arising under or in connection with any Finance Document or the Transaction Security 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 Security Agent, Receiver or Delegate (as the case may be) Facility Agent 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 Security Agent, Receiver or Delegate (as the case may be) Facility Agent at any time which increase the amount of that loss. In no event shall the Security Agent, any Receiver or Delegate Facility Agent be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated savingsaying, or for special, punitive, indirect or consequential damages, whether or not the Security Agent, Receiver or Delegate (as the case may be) Facility Agent has been advised of the possibility of such loss or damages.
Appears in 1 contract
Sources: Unsecured Term Loan Agreement (AerCap Holdings N.V.)
EXCLUSION OF LIABILITY. (a) Without limiting paragraph (b) below (and without prejudice to any other provision of any Finance Debt Document excluding or limiting the liability of the any Security Agent, any Receiver or Delegate), none of the any 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 Finance Debt Document or the Transaction any 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 Finance Debt Document, the Transaction any Security Property or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Finance Debt Document or the Transaction Securityany Security Property;
(iii) any shortfall which arises on the enforcement or realisation of the Transaction Securityany 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 that Security Agent, that Receiver or that Delegate (as applicable)) may take any proceedings against any officer, employee or agent of the a Security Agent, a Receiver or a Delegate in respect of any claim it might have against the a 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 Finance Debt Document or any Transaction Security Property and any officer, employee or agent of the a Security Agent, a Receiver or a Delegate may rely on this paragraph (b) subject to Clause 1.4 (Third party rights) and the provisions of the Third Parties ActOrdinance.
(c) Nothing in this Agreement Deed shall oblige the a 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 Deed might be unlawful for any Secured Party (other than the Security Agent)Creditor, on behalf of any Secured Party (other than the Security Agent) Creditor and each Secured Party (other than the Security Agent) Creditor confirms to the each 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 any Security Agent.
(d) Without prejudice to any provision of any Finance Debt Document excluding or limiting the liability of the any Security Agent, any Receiver or Delegate, any liability of the any Security Agent, any Receiver or Delegate arising under or in connection with any Finance Debt Document or the Transaction 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 a Security Agent, Receiver or 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 that Security Agent, Receiver or Delegate (as the case may be) at any time which increase the amount of that loss. In no event shall the a Security Agent, any Receiver or 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 Security Agent, Receiver or Delegate (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 Finance Document excluding or limiting the liability of the Security Agent, any Receiver or Delegate), none of 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 value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Finance Document or the Transaction Security 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 by, or in connection with with, any Finance Document, the Transaction Security Document or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Finance Document Document, other than by reason of its gross negligence or the Transaction Security;
(iii) any shortfall which arises on the enforcement or realisation of the Transaction Securitywilful 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 systemssystems natural ; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.
(b) No Party (other than the Security Agent, that Receiver or that Delegate (as applicable)) may take any proceedings against any officer, employee or agent of the Security Agent, a Receiver or a Delegate Agent in respect of any claim it might have against 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 Finance Document or any Transaction Security and any officer, employee or agent of the Security Agent, a Receiver or a Delegate Agent may rely on this paragraph (b) clause subject to Clause 1.4 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 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 Secured Party (other than the Security Agent)Lender, on behalf of any Secured Party (other than the Security Agent) Lender and each Secured Party (other than the Security Agent) Lender confirms to 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 Security Agent.
(de) Without prejudice to any provision of any Finance Document excluding or limiting the liability of the Security Agent, any Receiver or Delegate’s liability, any liability of the Security Agent, any Receiver or Delegate Agent arising under or in connection with any Finance Document or the Transaction Security 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 Security Agent, Receiver or Delegate (as the case may be) Agent 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 Security Agent, Receiver or Delegate (as the case may be) Agent at any time which increase the amount of that loss. In no event shall the Security Agent, any Receiver or Delegate 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 Security Agent, Receiver or Delegate (as the case may be) Agent has been advised of the possibility of such loss or damages.
Appears in 1 contract
Sources: Amendment and Restatement Agreement (Hamilton Insurance Group, Ltd.)
EXCLUSION OF LIABILITY. (a) Without limiting paragraph (b) below (and without prejudice to any other provision of any Finance Document excluding or limiting the liability of the Security Agent, any Receiver or DelegateAdministrative Party), none of the 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 value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Finance Document Document, the Transaction Security or the Transaction Security 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 by, or in connection with with, any Finance Document, the Transaction Accounts, the Transaction Security or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Finance Document or Document, the Transaction Security;
(iii) any shortfall which arises on the enforcement Accounts or realisation of the Transaction 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 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 Security AgentAgent or the Issuing Bank, a Receiver or a Delegate in respect of any claim it might have against the 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 Finance Document or any Transaction Security Document and any officer, employee or agent of the Security Agent, a Receiver Agent or a Delegate the Issuing Bank may rely on this paragraph (b) Clause subject to Clause 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 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 Secured Party (other than the Security Agent)Lender, on behalf of any Secured Party (other than the Security Agent) Lender and each Secured Party (other than the Security Agent) Lender confirms to the 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 Security Agentany Administrative Party.
(de) Without prejudice to any provision of any Finance Document excluding or limiting the liability of Agent’s or the Security Agent, any Receiver or DelegateIssuing Bank’s liability, any liability of the Security Agent, any Receiver Agent or Delegate the Issuing Bank arising under or in connection with any Finance Document Document, the Transaction Accounts or the Transaction Security 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 Security Agent, Receiver Agent or Delegate (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 Security Agent, Receiver Agent or Delegate (as the case may be) Issuing Bank at any time which increase the amount of that loss. In no event shall the Security Agent, any Receiver Agent or Delegate the 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 Security Agent, Receiver Agent or Delegate (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. (aA) Without limiting paragraph (bB) below (and without prejudice to any other provision of any Finance Document excluding or limiting the liability of the Security Agent, any Receiver or Delegate), none of the 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 Finance Document or the Transaction Security Secured 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 Finance Document, the Transaction Security Secured Property or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Finance Document or the Transaction SecuritySecured Property;
(iii) any shortfall which arises on the enforcement or realisation of the Transaction SecuritySecured 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:
(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 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.
(bB) No Party (other than the Security Agent, that Receiver or that Delegate (as applicable)) may take any proceedings against any officer, employee or agent of the Security Agent, a Receiver or a Delegate in respect of any claim it might have against 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 Finance Document or any Transaction Security Secured Property and any officer, employee or agent of the Security Agent, a Receiver or a Delegate may rely on this paragraph (b) subject to Clause 1.4 (Third party rights) and the provisions of the Third Parties ActClause.
(cC) Nothing in this Agreement shall oblige the 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 Secured Party (other than the Security Agent)Lender, on behalf of any Secured Party (other than the Security Agent) Lender and each Secured Party (other than the Security Agent) Lender confirms to 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 Security Agent.
(dD) Without prejudice to any provision of any Finance Document excluding or limiting the liability of the Security Agent, any Receiver or Delegate, any liability of the Security Agent, any Receiver or Delegate arising under or in connection with any Finance Document or the Transaction Security Secured 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 Security Agent, Receiver or 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 Security Agent, Receiver or Delegate (as the case may be) at any time which increase the amount of that loss. In no event shall the Security Agent, any Receiver or 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 Security Agent, Receiver or Delegate (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 (Kosmos Energy Ltd.)
EXCLUSION OF LIABILITY. (a) Without limiting paragraph (bclause 34.9(b) below (and without prejudice to any other provision of any Finance Document excluding or limiting the liability of the Security Agent, any Receiver or Delegate), none of 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 value, or any liability whatsoever arising as a result of taking or not taking any action taken by it under or in connection with any Finance Document or the Transaction Security 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 by, or in connection with with, any Finance Document, the Transaction Security Document or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in ▇▇▇▇ connection with, any Finance Document or the Transaction Security;
(iii) any shortfall which arises on the enforcement or realisation of the Transaction SecurityDocument; 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, 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 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 Security Agent, that Receiver or that Delegate (as applicable)) may take any proceedings against any officer, employee or agent of the Security Agent, a Receiver or a Delegate Agent in respect of any claim it might have against 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 Finance Document or any Transaction Security and any officer, employee or agent of the Security Agent, a Receiver or a Delegate Agent may rely on this paragraph (b) clause subject to Clause 1.4 (Third party rights) clause 1.3 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 Security Agent or any Arranger 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 Secured Party (other than the Security Agent), person on behalf of any Secured Party (other than the Security Agent) Lender or any Hedging Provider and each Secured Party (other than the Security Agent) Lender and each Hedging Provider confirms to the Security Agent, the Documentation 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 Security AgentAgent or the Arrangers.
(de) Without prejudice to any provision of any Finance Document excluding or limiting the liability of the Security Agent, any Receiver or Delegate’s liability, any liability of the Security Agent, any Receiver or Delegate Agent arising under or in connection with any Finance Document or the Transaction Security 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 Security Agent, Receiver or Delegate (as the case may be) Agent 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 Security Agent, Receiver or Delegate (as the case may be) Agent at any time which increase the amount of that loss. .
(f) In no event shall the Security Agent, any Receiver or Delegate 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 Security Agent, Receiver or Delegate (as the case may be) Agent 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 Finance Document excluding or limiting the liability of the Security Agent, Agent or any Receiver or DelegateAncillary Lender), none of the 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 value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Finance Document or the Transaction Security 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 by, or in connection with with, any Finance Document, the Transaction Security or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Finance Document or the Transaction Security;
(iii) any shortfall which arises on the enforcement or realisation of the Transaction 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 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 Security Agent, a Receiver Agent or a Delegate any Ancillary Lender in respect of any claim it might have against the 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 Finance Document or any Transaction Security and any officer, employee or agent of the Security Agent, a Receiver Agent or a Delegate any Ancillary Lender may rely on this paragraph (b) subject to Clause 1.4 (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 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 Secured Party (other than the Security Agent)Lender, on behalf of any Secured Party (other than the Security Agent) Lender and each Secured Party (other than the Security Agent) Lender confirms to 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 Security AgentAgent or the Arrangers.
(de) Without prejudice to any provision of any Finance Document excluding or limiting the liability of the Security Agent, any Receiver or Delegate's liability, any liability of the Security Agent, any Receiver or Delegate Agent arising under or in connection with any Finance Document or the Transaction Security 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 Security Agent, Receiver or Delegate (as the case may be) Agent 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 Security Agent, Receiver or Delegate (as the case may be) Agent at any time which increase the amount of that loss. In no event shall the Security Agent, any Receiver or Delegate 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 Security Agent, Receiver or Delegate (as the case may be) Agent 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) Without limiting paragraph (b) below (and without prejudice to any other provision of any Finance Debt Document excluding or limiting the liability of the Security Agent, any Receiver or Delegate), none of the 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 Finance Debt 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 Finance Debt 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 Finance Debt Document or the Transaction SecuritySecurity Property;
(iii) any shortfall which arises on the enforcement or realisation of the Transaction SecuritySecurity 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 Security Agent, that Receiver or that Delegate (as applicable)) may take any proceedings against any officer, employee or agent of the Security Agent, a Receiver or a Delegate in respect of any claim it might have against 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 Finance Debt Document or any Transaction Security Property and any officer, employee or agent of the Security Agent, a Receiver or a Delegate may rely on this paragraph (b) subject to Clause 1.4 (Third party rights) and the provisions of the Third Parties Act).
(c) Nothing in this Agreement shall oblige the 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 Secured Party (other than the Security Agent)Senior Creditor, on behalf of any Secured Party (other than the Security Agent) Senior Creditor and each Secured Party (other than the Security Agent) Senior Creditor confirms to 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 Security Agent.
(d) Without prejudice to any provision of any Finance Debt Document excluding or limiting the liability of the Security Agent, any Receiver or Delegate, any liability of the Security Agent, any Receiver or Delegate arising under or in connection with any Finance Debt 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 Security Agent, Receiver or 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 Security Agent, Receiver or Delegate (as the case may be) at any time which increase the amount of that loss. In no event shall the Security Agent, any Receiver or 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 Security Agent, Receiver or Delegate (as the case may be) has been advised of the possibility of such loss or damages.
Appears in 1 contract
Sources: Intercreditor Agreement
EXCLUSION OF LIABILITY. (a) Without limiting paragraph (b) below (and without prejudice to any other provision of any Finance Document excluding or limiting the liability of the Security Agent, any Receiver or Delegate), none of the 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:
(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 Finance Document or the Transaction Security 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 by, or in connection with with, any Finance Document, the Transaction Security or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Finance Document or the Transaction Security;
(iii) any shortfall which arises on the enforcement or realisation of the Transaction 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 Security Agent, that Receiver or that Delegate (as applicable)) may take any proceedings against any officer, employee or agent of the Security Agent, a Receiver or a Delegate in respect of any claim it might have against 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 Finance Document or any Transaction Security and any officer, employee or agent of the Security Agent, a Receiver or a Delegate Agent may rely on this paragraph (b) Clause subject to Clause 1.4 (Third party rightsParty Rights) and the provisions of the Contracts (Rights of Third Parties ActParties) Act 1999.
(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 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 Secured Party (other than the Security Agent)Lender or for any Affiliate of any Lender, on behalf of any Secured Party (other than the Security Agent) Lender and each Secured Party (other than the Security Agent) Lender confirms to 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 Security AgentAgent or the Arranger.
(de) Without prejudice to any provision of any Finance Document excluding or limiting the liability of the Security Agent, any Receiver or Delegate’s liability, any liability of the Security Agent, any Receiver or Delegate Agent arising under or in connection with any Finance Document or the Transaction Security 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 Security Agent, Receiver or Delegate (as the case may be) Agent 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 Security Agent, Receiver or Delegate (as the case may be) Agent at any time which increase the amount of that loss. In no event shall the Security Agent, any Receiver or Delegate 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 Security Agent, Receiver or Delegate (as the case may be) Agent 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 Finance Debt Document excluding or limiting the liability of the Security Agent, any Receiver or Delegate), none of the 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 Finance Debt 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 Finance Debt 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 Finance Debt Document or the Transaction SecuritySecurity Property;
(iii) any shortfall which arises on the enforcement or realisation of the Transaction SecuritySecurity 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 Security Agent, that Receiver or that Delegate (as applicable)) may take any proceedings against any officer, employee or agent of the Security Agent, a Receiver or a Delegate in respect of any claim it might have against 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 Finance Debt Document or any Transaction Security Property and any officer, employee or agent of the Security Agent, a Receiver or a Delegate may rely on this paragraph (b) Clause 18.11 subject to Clause 1.4 1.3 (Third party rights) and the provisions of the Third Parties Act.
(c) Nothing in this Agreement shall oblige the 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 Secured Party (other than the Security Agent)Primary Creditor, on behalf of any Secured Party (other than the Security Agent) Primary Creditor and each Secured Party (other than the Security Agent) Primary Creditor confirms to 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 Security Agent.
(d) Without prejudice to any provision of any Finance Debt Document excluding or limiting the liability of the Security Agent, any Receiver or Delegate, any liability of the Security Agent, any Receiver or Delegate arising under or in connection with any Finance Debt 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 Security Agent, Receiver or 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 Security Agent, Receiver or Delegate (as the case may be) at any time which increase the amount of that loss. In no event shall the Security Agent, any Receiver or 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 Security Agent, Receiver or Delegate (as the case may be) has been advised of the possibility of such loss or damages.
(e) In order to comply with laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering (“Applicable Law”), the Security Agent is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Security Agent. Accordingly, each of the Debtors agrees to provide to the Security Agent upon its request from time to time such identifying information and documentation as may be available for such party in order to enable the Security Agent to comply with Applicable Law.
Appears in 1 contract
EXCLUSION OF LIABILITY. (a) Without limiting paragraph (b) below (and without prejudice to any other provision of any Finance Document excluding or limiting the liability of the Security Agent, any Receiver or Delegate), none of 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 value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Finance Document or the Transaction Security 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 by, or in connection with with, any Finance Document, the Transaction Security Document or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Finance Document Document, other than by reason of its gross negligence or the Transaction Security;
wilful misconduct; or (iii) any shortfall which arises on the enforcement or realisation of the Transaction 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) 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 Security Agent, that Receiver or that Delegate (as applicable)) may take any proceedings against any officer, employee or agent of the Security Agent, a Receiver or a Delegate in respect of any claim it might have against 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 Finance Document or any Transaction Security and any officer, employee or agent of the Security Agent, a Receiver or a Delegate may rely on this paragraph (b) subject to Clause 1.4 (Third party rights) and the provisions of the Third Parties Act.
(c) Nothing in this Agreement shall oblige the 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 Secured Party (other than the Security Agent), on behalf of any Secured Party (other than the Security Agent) and each Secured Party (other than the Security Agent) confirms to 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 Security Agent.
(d) Without prejudice to any provision of any Finance Document excluding or limiting the liability of the Security Agent, any Receiver or Delegate, any liability of the Security Agent, any Receiver or Delegate arising under or in connection with any Finance Document or the Transaction Security 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 Security Agent, Receiver or 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 Security Agent, Receiver or Delegate (as the case may be) at any time which increase the amount of that loss. In no event shall the Security Agent, any Receiver or 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 Security Agent, Receiver or Delegate (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 (below, and without prejudice to any other provision of any Finance Document excluding or limiting the liability of the Security Agent, any Receiver or Delegate), none of the 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 value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Finance Document or the Transaction Security 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 by, or in connection with with, any Finance Document, the Transaction Security or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Finance Document Document, other than by reason of its gross negligence or the Transaction Security;
(iii) any shortfall which arises on the enforcement or realisation of the Transaction Securitywilful 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 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 Security AgentAgent in respect of its own officer, that Receiver employee or that Delegate (as applicable)agent) may take any proceedings against any officer, employee or agent of the Security Agent, a Receiver or a Delegate Agent in respect of any claim it might have against 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 Finance Document or any Transaction Security and any officer, employee or agent of the Security Agent, a Receiver or a Delegate Agent may rely on this paragraph (b) Clause 25.10 subject to Clause 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 Security Agent or the Mandated Lead Arrangers to carry out:
(i) any “know your customer” 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 Secured Party Lender (other than the Security Agent), on behalf or for any Affiliate of any Secured Party (other than the Security Agent) and each Secured Party (other than the Security Agent) confirms to 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 Security Agent.
(d) Without prejudice to any provision of any Finance Document excluding or limiting the liability of the Security Agent, any Receiver or Delegate, any liability of the Security Agent, any Receiver or Delegate arising under or in connection with any Finance Document or the Transaction Security 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 Security Agent, Receiver or 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 Security Agent, Receiver or Delegate (as the case may be) at any time which increase the amount of that loss. In no event shall the Security Agent, any Receiver or 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 Security Agent, Receiver or Delegate (as the case may be) has been advised of the possibility of such loss or damages.Lender),
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 Finance Document excluding or limiting the liability of the Security Agent, Agent or any Receiver or DelegateAncillary Lender), none of neither the Security Agent, any Receiver Agent nor any Delegate Ancillary Lender will be liable for:: APJ/076001.00588/98366820.7Page 88
(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 Finance Document or the Transaction Security 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 by, or in connection with with, any Finance Document, the Transaction Security Document or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Finance Document Document, other than by reason of its gross negligence or the Transaction Security;
(iii) any shortfall which arises on the enforcement or realisation of the Transaction Securitywilful 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 Security Agent, that Receiver Agent or that Delegate an Ancillar▇ ▇▇▇▇▇▇ (as applicable▇▇ ▇▇▇licable)) may take any proceedings against any officer, employee or agent of the Security AgentAgent or any Ancillary Lender, a Receiver or a Delegate in respect of any claim it might have against the 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 Finance Document or any Transaction Security and any officer, employee or agent of the Security Agent, a Receiver Agent or a Delegate any Ancillary Lender may rely on this paragraph (b) subject to Clause 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 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 Secured Party (other than the Security Agent)Lender or for any Affiliate of any Lender, APJ/076001.00588/98366820.7Page 89 on behalf of any Secured Party (other than the Security Agent) Lender and each Secured Party (other than the Security Agent) Lender confirms to 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 Security Agent.
(de) Without prejudice to any provision of any Finance Document excluding or limiting the liability of the Security Agent, any Receiver or Delegate's liability, any liability of the Security Agent, any Receiver or Delegate Agent arising under or in connection with any Finance Document or the Transaction Security 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 Security Agent, Receiver or Delegate (as the case may be) Agent 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 Security Agent, Receiver or Delegate (as the case may be) Agent at any time which increase the amount of that loss. In no event shall the Security Agent, any Receiver or Delegate 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 Security Agent, Receiver or Delegate (as the case may be) Agent has been advised of the possibility of such loss or damages.
Appears in 1 contract
Sources: Single Currency Revolving Facility Agreement (StoneX Group Inc.)
EXCLUSION OF LIABILITY. (a) Without limiting paragraph (b) below (and without prejudice to any other provision of any Finance Transaction Document excluding or limiting the liability of the Security Agent, any Receiver or DelegateTransaction Administrator), none of the 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 value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Finance Document or the Transaction Security 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 by, or in connection with with, any Finance Document, the Transaction Security Document or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Finance Document Transaction Document, other than by reason of its gross negligence or the Transaction Security;
(iii) any shortfall which arises on the enforcement or realisation of the Transaction Securitywilful 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 Security Agent, that Receiver or that Delegate (as applicable)Transaction Administrator) may take any proceedings against any officer, employee or agent of the Security Agent, a Receiver or a Delegate Transaction Administrator in respect of any claim it might have against the 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 Finance Transaction Document or any Transaction Security and any officer, employee or agent of the Security Agent, a Receiver or a Delegate Transaction Administrator may rely on this paragraph (b) subject to Clause 1.4 (Third party rights) and the provisions of the Third Parties ActClause.
(c) Nothing in this Agreement shall oblige the 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 Secured Party (other than the Security Agent), on behalf of any Secured Party (other than the Security Agent) and each Secured Party (other than the Security Agent) confirms to 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 Security Agent.
(d) Without prejudice to any provision of any Finance Transaction Document excluding or limiting the liability of the Security Agent, any Receiver or DelegateTransaction Administrator’s liability, any liability of the Security Agent, any Receiver or Delegate Transaction Administrator arising under or in connection with any Finance Transaction Document or the Transaction Security 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 Security Agent, Receiver or Delegate (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 Security Agent, Receiver or Delegate (as the case may be) Transaction Administrator at any time which increase the amount of that loss. In no event shall the Security Agent, any Receiver or Delegate 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 Security Agent, Receiver or Delegate (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(b) below (and without prejudice to any other provision of any Finance Document excluding or limiting the liability of the Security Agent, Agent or any Receiver or DelegateAncillary Lender), none of the 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 value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Finance Document or the Transaction Security 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 by, or in connection with with, any Finance Document, the Transaction Security or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Finance Document or the Transaction 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 Transaction Security; 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 Security Agent, that Receiver Agent or that Delegate an A▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (as applicable)) may take any proceedings against any officer, employee or agent of the Security Agent, a Receiver Agent or a Delegate any Ancillary Lender in respect of any claim it might have against the 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 Finance Document or any Transaction Security and any officer, employee or agent of the Security Agent, a Receiver Agent or a Delegate any Ancillary Lender may rely on this paragraph (b) Clause 30.9 subject to Clause 1.4 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 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 Secured Party (other than the Security Agent)Lender or for any Affiliate of any Lender, on behalf of any Secured Party (other than the Security Agent) Lender and each Secured Party (other than the Security Agent) Lender confirms to 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 Security Agent.
(de) Without prejudice to any provision of any Finance Document excluding or limiting the liability of the Security Agent, any Receiver or Delegate’s liability, any liability of the Security Agent, any Receiver or Delegate Agent arising under or in connection with any Finance Document or the Transaction Security 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 Security Agent, Receiver or Delegate (as the case may be) Agent 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 Security Agent, Receiver or Delegate (as the case may be) Agent at any time which increase the amount of that loss. In no event shall the Security Agent, any Receiver or Delegate 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 Security Agent, Receiver or Delegate (as the case may be) Agent 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. (aA) Without limiting paragraph (bB) below (and without prejudice to any other provision of any Finance Document excluding or limiting the liability of the Security Agent, Agent or any Receiver or DelegateAncillary Lender), none of neither the 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:
(i1) 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 Finance Document or the Transaction Security 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 by, or in connection with with, any Finance Document, the Transaction Security Document or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Finance Document or the Transaction Security;
(iii) any shortfall which arises on the enforcement or realisation of the Transaction SecurityDocument; or
(iv3) without prejudice to the generality of paragraphs (i1) to and (iii2) above, 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 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 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 Security AgentAgent or any Ancillary Lender, a Receiver or a Delegate in respect of any claim it might have against the 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 Finance Document or any Transaction Security Finance Document and any officer, employee or agent of the Security Agent, a Receiver Agent or a Delegate any Ancillary Lender may rely on this paragraph (b) Clause subject to Clause 1.4 (Third party rights) and the provisions of the Third Parties Act.
(cC) 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 Security Agent or any Mandated Lead 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 Secured Party (other than the Security Agent)Lender or for any Affiliate of any Lender, on behalf of any Secured Party (other than the Security Agent) Lender and each Secured Party (other than the Security Agent) Lender confirms to the 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 Security AgentAgent or any Mandated Lead Arranger.
(dE) Without prejudice to any provision of any Finance Document excluding or limiting the liability of the Security Agent, any Receiver or Delegate’s liability, any liability of the Security Agent, any Receiver or Delegate Agent arising under or in connection with any Finance Document or the Transaction Security 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 Security Agent, Receiver or Delegate (as the case may be) Agent 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 Security Agent, Receiver or Delegate (as the case may be) Agent at any time which increase the amount of that loss. In no event shall the Security Agent, any Receiver or Delegate 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 Security Agent, Receiver or Delegate (as the case may be) Agent has been advised of the possibility of such loss or damages.
Appears in 1 contract
Sources: Multicurrency Revolving Facility Agreement (Endava PLC)
EXCLUSION OF LIABILITY. (a) Without limiting paragraph (b) below (and without prejudice to any other provision of any Finance Document excluding or limiting the liability of the Security Agent, any Receiver or Delegate), none of the 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 Finance Document or the Transaction Security 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 Finance Document, the Transaction Security or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Finance Document or the Transaction Security, other than by reason of its gross negligence or wilful misconduct (to the extent directly caused by the Security Agent);
(iii) any shortfall which arises on the enforcement or realisation of the Transaction 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 Security Agent, that Receiver or that Delegate (as applicable)) may take any proceedings against any officer, employee or agent of the Security Agent, a Receiver or a Delegate in respect of any claim it might have against 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 Finance Document or any Transaction Security and any officer, employee or agent of the Security Agent, a Receiver or a Delegate may rely on this paragraph (b) Clause subject to Clause 1.4 (Third party rightsParty Rights) and the provisions of the Third Parties Act.
(c) Nothing in this Agreement shall oblige the 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 other Secured Party (other than the Security Agent)Party, on behalf of any other Secured Party (other than the Security Agent) and each other Secured Party (other than the Security Agent) confirms to 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 Security Agent.
(d) Without prejudice to any provision of any Finance Document excluding or limiting the liability of the Security Agent, any Receiver or Delegate, any liability of the Security Agent, any Receiver or Delegate arising under or in connection with any Finance Document or the Transaction Security 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 Security Agent, Receiver or 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 Security Agent, Receiver or Delegate (as the case may be) at any time which increase the amount of that loss. In no event shall the Security Agent, any Receiver or 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 Security Agent, Receiver or Delegate (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 Conventional Finance Document excluding or limiting the liability of the Security Conventional Facility Agent, any Receiver or Delegate), none of the Security Agent, any Receiver nor any Delegate Conventional 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 Conventional Finance Document or the Transaction Security Security, unless directly caused by its gross negligence or wilful misconduct;default;
(ii) exercising exercising, or not exercising exercising, any right, power, authority or discretion given to it by by, or in connection with with, any Conventional Finance Document, the Transaction Security or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Conventional Finance Document or the Transaction Security;; or
(iii) any shortfall which arises on the enforcement or realisation of the Transaction 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 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 Security Conventional Facility Agent, that Receiver or that Delegate (as applicable)) may take any proceedings against any officer, employee or agent of the Security Agent, a Receiver or a Delegate Conventional Facility Agent in respect of any claim it might have against the Security Agent, a Receiver or a Delegate Conventional Facility Agent or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Conventional Finance Document or any Transaction Security and any officer, employee or agent of the Security Agent, a Receiver or a Delegate Conventional Facility Agent may rely on this paragraph (b) ), subject to Clause 1.4 (Third party rights) of this Agreement and the provisions of the Third Parties Act.Act.
(c) The Conventional Facility Agent will not be liable for any delay (or any related consequences) in crediting an account with an amount required under the Conventional Finance Documents to be paid by the Conventional Facility Agent 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 the Conventional Facility Agent for that purpose.
(d) Nothing in this Agreement the Conventional Finance Documents shall oblige the Security Conventiona l 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 Secured Party (other than the Security Agent)Lender or for any Affiliate of any Lender, on behalf of any Secured Party (other than the Security Agent) Lender and each Secured Party (other than the Security Agent) Lender confirms to the Security Conventional 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 Security Conventional Facility Agent.
(de) Without prejudice to any provision of any Conventional Finance Document excluding or limiting the liability of the Security Conventional Facility Agent, any Receiver or Delegate's liability, any liability of the Security Agent, any Receiver or Delegate Conventional Facility Agent arising under or in connection with any Conventional Finance Document or the Transaction Security 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 Security Agent, Receiver or Delegate (as the case may be) Conventional Facility Agent 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 Security Agent, Receiver or Delegate (as the case may be) Conventional Facility Agent at any time which increase the amount of that loss. In no event shall the Security Agent, any Receiver or Delegate Conventional 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 Security Agent, Receiver or Delegate (as the case may be) Conventional Facility Agent has been advised of the possibility of such loss or damages.
Appears in 1 contract
Sources: Conventional Facility Agreement
EXCLUSION OF LIABILITY. (a) Without limiting paragraph (b) below (and without prejudice to any other provision of any Finance Document excluding or limiting the liability of the Security Agent, any Receiver or Delegate), none of the 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 Finance Document or the Transaction 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 by, or in connection with with, 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 Finance Document or the Transaction SecuritySecurity Property;
(iii) any shortfall which arises on the enforcement or realisation of the Transaction SecuritySecurity 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 Security Agent, that Receiver or that Delegate (as applicable)) may take any proceedings against any officer, employee or agent of the Security Agent, a Receiver or a Delegate in respect of any claim it might have against 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 Finance Document or any Transaction Security Property and any officer, employee or agent of the Security Agent, a Receiver or a Delegate may rely on this paragraph (b) Clause subject to Clause 1.4 (Third party rights) and the provisions of the Third Parties Act.
(c) Nothing in this Agreement shall oblige the 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 Secured Party (other than the Security Agent)Finance Party, on behalf of any Secured Finance Party (other than the Security Agent) and each Secured Finance Party (other than the Security Agent) confirms to 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 Security Agent.
(d) Without prejudice to any provision of any Finance Document excluding or limiting the liability of the Security Agent, any Receiver or Delegate, any liability of the Security Agent, any Receiver or Delegate arising under or in connection with any 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 the violation of the standard of care by of the Security Agent, Receiver or Delegate (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 Security Agent, Receiver or Delegate (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 Security Agent, any Receiver or Delegate 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 Security Agent, Receiver or Delegate (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 Finance Document excluding or limiting the liability of the Security Agent, any Receiver or Delegate), none of the 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 value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Finance Document or the Transaction Security 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 by, or in connection with with, any Finance Document, the Transaction Security Document or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Finance Document Document, unless directly caused by its gross negligence or the Transaction Securitywilful misconduct;
(iii) any shortfall which arises on the enforcement or realisation of the Transaction 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 (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 Security Agent, that Receiver or that Delegate (as applicable)) may take any proceedings against any officer, employee or agent of the Security Agent, a Receiver or a Delegate Agent in respect of any claim it might have against 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 Finance Document or any Transaction Security and any officer, employee or agent of the Security Agent, a Receiver or a Delegate Agent may rely on this paragraph (b) subject to Clause 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 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 Secured Party (other than the Security Agent)Finance Party, on behalf of any Secured Finance Party (other than the Security Agent) and each Secured Finance Party (other than the Security Agent) confirms to 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 Security AgentAgent or the Arranger.
(de) Without prejudice to any provision of any Finance Document excluding or limiting the liability of the Security Agent, any Receiver or Delegate's liability, any liability of the Security Agent, any Receiver or Delegate Agent arising under or in connection with any Finance Document or the Transaction Security 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 Security Agent, Receiver or Delegate (as the case may be) Agent 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 Security Agent, Receiver or Delegate (as the case may be) Agent at any time which increase the amount of that loss. In no event shall the Security Agent, any Receiver or Delegate 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 Security Agent, Receiver or Delegate (as the case may be) Agent has been advised of the possibility of such loss or damages.
Appears in 1 contract
Sources: Facilities Agreement
EXCLUSION OF LIABILITY. (a) 34.10.1 Without limiting paragraph (b) below clause 34.10.2 (and without prejudice to any other provision of any the Finance Document Documents excluding or limiting the liability of the Security Agent, any Receiver or Delegate), none of ) the 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:
(ia) 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 Finance Document or the Transaction Security Charged Property, unless directly caused by its gross negligence or wilful misconductdefault. For the avoidance of doubt and notwithstanding anything contained in the Finance Documents, the Agent shall not in any event be liable for any indirect or consequential loss (including, without limitation, loss of profit, business or goodwill) regardless of whether it was informed of the likelihood of such loss and irrespective of whether any such claim is made for breach of contract, in tort or otherwise;
(iib) exercising exercising, or not exercising exercising, any right, power, authority or discretion given to it by by, or in connection with with, any Finance Document, the Transaction Security Charged Property or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Finance Document or the Transaction Security;
(iii) any shortfall which arises on Charged Property, unless directly caused by the enforcement gross negligence or realisation wilful default of the Transaction SecurityAgent and in the course of the exercise or non exercise by it of any right, power, authority or discretion given to it expressly under a Finance Document; or
(ivc) 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:
(Ad) any act, event or circumstance not reasonably within its control; or
(Be) 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) 34.10.2 No Party (other than the Security Agent, that Receiver or that Delegate (as applicable)) may take any proceedings against any officer, employee or agent of the Security Agent, a Receiver or a Delegate Agent in respect of any claim it might have against 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 Finance Document or any Transaction Security and any officer, employee or agent of the Security Agent, a Receiver or a Delegate Agent may rely on this paragraph (b) clause 34.10 subject to Clause 1.4 clause 1.3 (Third party rights) and the provisions of the Third Parties Act.
34.10.3 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.
34.10.4 Nothing in this Agreement shall oblige the 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 Secured Party (other than the Security Agent)Lender, on behalf of any Secured Party (other than the Security Agent) Lender or any Hedging Provider and each Secured Party (other than the Security Agent) Lender and any Hedging Provider confirms to 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 Security AgentAgent or the Arranger.
(d) 34.10.5 Without prejudice to any provision of any Finance Document excluding or limiting the liability of the Security Agent, any Receiver or Delegate’s liability, any liability of the Security Agent, any Receiver or Delegate Agent arising under or in connection with any Finance Document or the Transaction 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 Security Agent, Receiver or Delegate (as the case may be) Agent 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 Security Agent, Receiver or Delegate (as the case may be) Agent at any time which increase the amount of that loss. In no event shall the Security Agent, any Receiver or Delegate 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 Security Agent, Receiver or Delegate (as the case may be) Agent 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 Finance Document excluding or limiting the liability of the Security Agent, the Security Agent or any Receiver or Delegate), none of the Security Agent, the Security 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 value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Finance Document or the Transaction 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 by, or in connection with with, 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 Finance Document or the Transaction SecuritySecurity Property;
(iii) any shortfall which arises on the enforcement or realisation of the Transaction SecuritySecurity 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 Agent, the Security Agent, that Receiver or that Delegate (as applicable)) may take any proceedings against any officer, employee or agent of the Agent, the Security Agent, a Receiver or a Delegate Delegate, in respect of any claim it might have against the 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 Finance Document or any Transaction Security and any officer, employee or agent of the Security Agent, a Receiver or a Delegate may rely on this paragraph (b) subject to Clause 1.4 (Third party rights) and the provisions of the Third Parties ActProperty.
(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 (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 Agent or the 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 Secured Party (other than the Security Agent)Finance Party, on behalf of any Secured Finance Party (other than the Security Agent) and each Secured Finance Party (other than the Security Agent) confirms to the 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 Agent or the Security Agent.
(de) Without prejudice to any provision of any Finance Document excluding or limiting the liability of the Agent, the Security Agent, any Receiver or Delegate, any liability of the Agent, the Security Agent, any Receiver or Delegate arising under or in connection with any 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 Agent, the Security Agent, Receiver or 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 Agent, the Security Agent, any Receiver or Delegate (as the case may be) at any time which increase the amount of that loss. In no event shall the Agent, the Security Agent, any Receiver or 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 Agent, the Security Agent, the Receiver or Delegate (as the case may be) has been advised of the possibility of such loss or damages.
Appears in 1 contract
Sources: Secured Term Loan Facility (Mohegan Tribal Gaming Authority)
EXCLUSION OF LIABILITY. (a) Without limiting paragraph (b) below (and without prejudice to any other provision of any Finance Debt Document excluding or limiting the liability of the Security Agent, any Receiver or Delegate), none of the 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 Finance Debt 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 Finance Debt 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 Finance Debt Document or the Transaction SecuritySecurity Property;
(iii) any shortfall which arises on the enforcement or realisation of the Transaction SecuritySecurity 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 Security Agent, that Receiver or that Delegate (as applicable)) may take any proceedings against any officer, employee or agent of the Security Agent, a Receiver or a Delegate in respect of any claim it might have against 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 Finance Debt Document or any Transaction Security Property and any officer, employee or agent of the Security Agent, a Receiver or a Delegate may rely on this paragraph (b) subject to Clause 1.4 1.3 (Third party rights) and the provisions of the Third Parties Act.
(c) Nothing in this Agreement shall oblige the 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 Secured Party (other than the Security Agent)Primary Creditor, on behalf of any Secured Party (other than the Security Agent) Primary Creditor and each Secured Party (other than the Security Agent) Primary Creditor confirms to 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 Security Agent.
(d) Without prejudice to any provision of any Finance Debt Document excluding or limiting the liability of the Security Agent, any Receiver or Delegate, any liability of the Security Agent, any Receiver or Delegate arising under or in connection with any Finance Debt 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 Security Agent, Receiver or 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 Security Agent, Receiver or Delegate (as the case may be) at any time which increase the amount of that loss. In no event shall the Security Agent, any Receiver or 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 Security Agent, Receiver or Delegate (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 Finance Document excluding or limiting the liability of the Security Agent, any Receiver or Delegate), none of 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 value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Finance Document or the Transaction Security 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 by, or in connection with with, any Finance Document, the Transaction Security Document or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Finance Document Document, other than by reason of its gross negligence or the Transaction Security;
(iii) any shortfall which arises on the enforcement or realisation of the Transaction Securitywilful 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 Security Agent, that Receiver or that Delegate (as applicable)) may take any proceedings against any officer, employee or agent of the Security Agent, a Receiver or a Delegate Agent in respect of any claim it might have against 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 Finance Document or any Transaction Security and any officer, employee or agent of the Security Agent, a Receiver or a Delegate Agent may rely on this paragraph (b) subject to Clause 1.4 (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 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 Secured Party (other than the Security Agent)Lender, on behalf of any Secured Party (other than the Security Agent) Lender and each Secured Party (other than the Security Agent) Lender confirms to 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 Security AgentAgent or the Arranger.
(de) Without prejudice to any provision of any Finance Document excluding or limiting the liability of the Security Agent, any Receiver or Delegate’s liability, any liability of the Security Agent, any Receiver or Delegate Agent arising under or in connection with any Finance Document or the Transaction Security 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 Security Agent, Receiver or Delegate (as the case may be) Agent 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 Security Agent, Receiver or Delegate (as the case may be) Agent at any time which increase the amount of that loss. In no event shall the Security Agent, any Receiver or Delegate 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 Security Agent, Receiver or Delegate (as the case may be) Agent 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 Finance Debt Document excluding or limiting the liability of the Security Agent, any Receiver or Delegate), none of the 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 Finance Debt 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 Finance Debt 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, with any Finance Debt Document or the Transaction SecuritySecurity Property;
(iii) any shortfall which arises on the enforcement or realisation of the Transaction SecuritySecurity Property; or
(iv) without prejudice to the generality of sub-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 Security Agent, that Receiver or that Delegate Delegate) (as applicable)) may take any proceedings against any officer, employee or agent of the Security Agent, a Receiver or a Delegate in respect of any claim it might have against 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 Finance Debt Document or any Transaction Security Property and any officer, employee or agent of the Security Agent, a Receiver or a Delegate may rely on this paragraph (b) Clause 18.10 subject to Clause 1.4 (Third party rightsParty Rights) and the provisions of the Third Parties Act.
(c) Nothing in this Agreement shall oblige the 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 Secured Party (other than the Security Agent)External Creditor, on behalf of any Secured Party (other than the Security Agent) External Creditor and each Secured Party (other than the Security Agent) External Creditor confirms to 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 Security Agent.
(d) Without prejudice to any provision of any Finance Debt Document excluding or limiting the liability of the Security Agent, any Receiver or Delegate, any liability of the Security Agent, any Receiver or Delegate arising under or in connection with any Finance Debt 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 Security Agent, Receiver or 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 Security Agent, Receiver or Delegate (as the case may be) at any time which increase the amount of that loss. In no event shall the Security Agent, any Receiver or 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 Security Agent, Receiver or Delegate (as the case may be) has been advised of the possibility of such loss or damages.
Appears in 1 contract
Sources: Intercreditor Agreement
EXCLUSION OF LIABILITY.
(a) Without limiting paragraph (b) below (and without prejudice to any other provision of any Finance Secured Document excluding or limiting the liability of the Common Security Agent, any Receiver Agent or Delegate), none of the Common Security Agent, any Receiver Agent 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 Finance Secured Document or the Transaction Security unless directly caused by its gross negligence or wilful misconduct;misconduct;
(ii) exercising or not exercising any right, power, authority or discretion given to it by by, or in connection with with, any Finance Secured Document, the Transaction Security or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Finance Secured Document or the Transaction Security;
(iii) any shortfall which arises on the enforcement or realisation of the Transaction Security; oror
(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 Goddisasters; war, terrorism, insurrection or revolution; or strikes or industrial action.
(b) No Party (other than the Security Agent, that Receiver or that Delegate (as applicable)) may take any proceedings against any officer, employee or agent of the Security Agent, a Receiver or a Delegate in respect of any claim it might have against 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 Finance Document or any Transaction Security and any officer, employee or agent of the Security Agent, a Receiver or a Delegate may rely on this paragraph (b) subject to Clause 1.4 (Third party rights) and the provisions of the Third Parties Act.
(c) Nothing in this Agreement shall oblige the 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 Secured Party (other than the Security Agent), on behalf of any Secured Party (other than the Security Agent) and each Secured Party (other than the Security Agent) confirms to 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 Security Agent.
(d) Without prejudice to any provision of any Finance Document excluding or limiting the liability of the Security Agent, any Receiver or Delegate, any liability of the Security Agent, any Receiver or Delegate arising under or in connection with any Finance Document or the Transaction Security 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 Security Agent, Receiver or 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 Security Agent, Receiver or Delegate (as the case may be) at any time which increase the amount of that loss. In no event shall the Security Agent, any Receiver or 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 Security Agent, Receiver or Delegate (as the case may be) has been advised of the possibility of such loss or damages.
Appears in 1 contract
Sources: Intercreditor Agreement
EXCLUSION OF LIABILITY. (a) Without limiting paragraph (b) below (and without prejudice to any other provision of any Finance Document excluding or limiting the liability of the Security Agent, any Receiver or Delegate), none of the 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 value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Finance Document or the Transaction Security Security, unless directly caused by its gross negligence or wilful misconductmisconduct or breach of the Finance Documents;
(ii) exercising exercising, or not exercising exercising, any right, power, authority or discretion given to it by by, or in connection with with, any Finance Document, the Transaction Security or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, with any Finance Document or the Transaction Security;
(iii) any shortfall which arises on the enforcement or realisation of the Transaction Security; or
(iviii) without prejudice to the generality of paragraphs (ia)(i) to and (iiia)(ii) above, any damages, costs, lossescosts or losses to any person, any diminution in value or any liability whatsoever 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 Security Agent, that Receiver or that Delegate (as applicable)) may take any proceedings against any officer, employee or agent of the Security Agent, a Receiver or a Delegate in respect of any claim it might have against 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 Finance Transaction Document or any Transaction Security and any officer, employee or agent of the Security Agent, a Receiver or a Delegate Agent may rely on this paragraph (b) Clause 29 subject to Clause 1.4 (Third party rights) and the provisions of the Third Parties Act.
(c) Where the Agent is referred to in this Agreement as acting “reasonably” or in a “reasonable” manner or as coming to an opinion or determination that is “reasonable” (or any similar or analogous wording is used), unless it is not required to do so, this shall mean that the Agent shall, where it has in fact sought such instructions, be acting or coming to an opinion or determination on the instructions of the Majority Lenders acting reasonably and that the Agent shall be under no obligation to determine the reasonableness of such instructions from the Majority Lenders or whether in giving such instructions the Majority Lenders are acting in a reasonable manner.
(d) 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. 174 (e) Nothing in this Agreement shall oblige the 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 Secured Party (other than the Security Agent)Lender, on behalf of any Secured Party (other than the Security Agent) Lender and each Secured Party (other than the Security Agent) Lender confirms to 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 Security Agent.
(d) Without prejudice to any provision of any Finance Document excluding or limiting the liability of the Security Agent, any Receiver or Delegate, any liability of the Security Agent, any Receiver or Delegate arising under or in connection with any Finance Document or the Transaction Security 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 Security Agent, Receiver or 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 Security Agent, Receiver or Delegate (as the case may be) at any time which increase the amount of that loss. In no event shall the Security Agent, any Receiver or 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 Security Agent, Receiver or Delegate (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 Finance Document excluding or limiting the liability of the Security Agent, Agent or any Receiver or Delegate), none of the 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 value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Finance Transaction Document or the Transaction 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 by, or in connection with with, any Finance Transaction 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 Finance Transaction Document or the Transaction Security;Security Property; or
(iii) any shortfall which arises on the enforcement or realisation of the Transaction SecuritySecurity 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 Security Agent, that Receiver or that Delegate (as applicable)) may take any proceedings against any officer, employee or agent of the Security Agent, a Receiver or a Delegate in respect of any claim it might have against 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 Finance Transaction Document or any Transaction Security Property and any officer, employee or agent of the Security Agent, a Receiver or a Delegate may rely on this paragraph (b) Clause subject to Clause 1.4 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 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 Secured Party (other than the Security Agent)Finance Party, on behalf of any Secured Finance Party (other than the Security Agent) and each Secured Finance Party (other than the Security Agent) confirms to 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 Security Agent.
(de) Without prejudice to any provision of any Finance Document excluding or limiting the liability of the Security Agent, Agent or any Receiver or Delegate, any liability of the Security Agent, Agent or any Receiver or Delegate arising under or in connection with any Finance Transaction 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 Security Agent, . Receiver or 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 Security Agent, any Receiver or Delegate (as the case may be) at any time which increase the amount of that loss. In no event shall the Security Agent, any Receiver or 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 Security Agent, the Receiver or Delegate (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 Finance Loan Document excluding or limiting the liability of the UK Security AgentTrustee, any Receiver receiver or Delegatedelegate), none of the UK Security AgentTrustee, any Receiver 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 Finance Loan Document or the Transaction Security UK Collateral 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 Finance Loan Document, the Transaction Security UK Collateral or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Finance Loan Document or the Transaction SecurityUK Collateral;
(iii) any shortfall which arises on the enforcement or realisation realization of the Transaction SecurityUK Collateral; or
(iv) without prejudice to the generality of sub-paragraphs (i) to (iiiii) above, any damages, costs, losses, 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
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 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 UK Security AgentTrustee, that Receiver receiver or that Delegate delegate (as applicable)) may take any proceedings against any officer, employee or agent of the UK Security AgentTrustee, a Receiver receiver or a Delegate delegate in respect of any claim it might have against the UK Security AgentTrustee, 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 Finance Loan Document or any Transaction Security and any officer, employee or agent of the Security Agent, a Receiver or a Delegate may rely on this paragraph (b) subject to Clause 1.4 (Third party rights) and the provisions of the Third Parties ActUK Collateral.
(c) Nothing in this Agreement shall oblige the UK Security Agent Trustee 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 Secured Party Lender (other than the UK Security AgentTrustee), on behalf of any Secured Party Lender (other than the UK Security AgentTrustee) and each Secured Party Lender (other than the UK Security AgentTrustee) confirms to the UK 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 UK Security AgentTrustee.
(d) Without prejudice to any provision of any Finance Loan Document excluding or limiting the liability of the UK Security AgentTrustee, any Receiver receiver or Delegatedelegate, any liability of the UK Security AgentTrustee, any Receiver receiver or Delegate delegate arising under or in connection with any Finance Loan Document or the Transaction Security UK 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 UK Security AgentTrustee, Receiver receiver or Delegate 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 UK Security AgentTrustee, Receiver receiver or Delegate delegate (as the case may be) at any time which increase the amount of that loss. In no event shall the UK Security AgentTrustee, any Receiver receiver or Delegate 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 UK Security AgentTrustee, Receiver receiver or Delegate delegate (as the case may be) has been advised of the possibility of such loss or damages.
Appears in 1 contract
Sources: Credit Agreement (Ferroglobe PLC)
EXCLUSION OF LIABILITY. (a) Without limiting paragraph (b) below (and without prejudice to any other provision of any Finance 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 value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Finance Common Security Document or the Transaction Security 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 by, or in connection with with, any Finance Document, the Transaction Common Security Document or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Finance Document or the Transaction SecurityCommon Security Document;
(iii) any shortfall which arises on the enforcement or realisation of the Transaction Security; 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 Finance Document or any Transaction Common Security 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 paragraph (b) Clause, subject to Clause 1.4 1.3 (Third party rightsParties) and the provisions of the Third Parties Act.
(c) Nothing in this Agreement shall oblige the 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 will not be unlawful liable for any Secured Party delay (other than or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by the Common Security Agent), on behalf 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 Secured Party (other than recognised clearing or settlement system used by the Security Agent) and each Secured Party (other than the Security Agent) confirms to the Common Security Agent for 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 Security Agentpurpose.
(d) Without prejudice (i) Nothing in this Deed will oblige the Common Security Agent to carry out or satisfy any provision "know your customer" checks or other requirement in relation to the identity of any Finance Document excluding or limiting the liability person on behalf of the Security Agent, any Receiver or Delegate, any liability of the Security Agent, any Receiver or Delegate arising under or in connection with any Finance Document or the Transaction Security 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 Security Agent, Receiver or 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 Security Agent, Receiver or Delegate (as the case may be) at any time which increase the amount of that loss. In no event shall the Security Agent, any Receiver or 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 Security Agent, Receiver or Delegate (as the case may be) has been advised of the possibility of such loss or damagesCreditor.
Appears in 1 contract
Sources: Supplemental Agreement
EXCLUSION OF LIABILITY. (a) Without limiting paragraph (bclause 32.9(b) below (and without prejudice to any other provision of any Finance Document excluding or limiting the liability of the Security Agent, any Receiver or Delegate), none of the Security Agent, any Receiver nor any Delegate Agent will not be liable forfor :
(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 taken by it under or in connection with any Finance Document or the Transaction Security 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 by, or in connection with with, any Finance Document, the Transaction Security Document or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Finance Document or the Transaction Security;
(iii) any shortfall which arises on the enforcement or realisation of the Transaction SecurityDocument; 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, 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 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 Security Agent, that Receiver or that Delegate (as applicable)) may take any proceedings against any officer, employee or agent of the Security Agent, a Receiver or a Delegate Agent in respect of any claim it might have against 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 Finance Document or any Transaction Security and any officer, employee or agent of the Security Agent, a Receiver or a Delegate Agent may rely on this paragraph (b) clause subject to Clause 1.4 (Third party rights) clause 1.3 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 Security Agent or the Arranger 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 Secured Party (other than the Security Agent), person on behalf of any Secured Party (other than the Security Agent) Lender and each Secured Party (other than the Security Agent) Lender confirms to the Security Agent, the Documentation 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 Security AgentAgent or the Arranger.
(de) Without prejudice to any provision of any Finance Document excluding or limiting the liability of the Security Agent, any Receiver or Delegate’s liability, any liability of the Security Agent, any Receiver or Delegate Agent arising under or in connection with any Finance Document or the Transaction Security 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 Security Agent, Receiver or Delegate (as the case may be) Agent 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 Security Agent, Receiver or Delegate (as the case may be) Agent at any time which increase the amount of that loss. .
(f) In no event shall the Security Agent, any Receiver or Delegate 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 Security Agent, Receiver or Delegate (as the case may be) Agent 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 Finance Document excluding or limiting the liability of the Security Agent, Agent or any Receiver or Delegate), none of the 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 value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Finance Transaction Document or the Transaction 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 by, or in connection with with, any Finance Transaction 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 Finance Transaction Document or the Transaction Security;Security Property; or
(iii) any shortfall which arises on the enforcement or realisation of the Transaction SecuritySecurity 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 Security Agent, that Receiver or that Delegate (as applicable)) may take any proceedings against any officer, employee or agent of the Security Agent, a Receiver or a Delegate in respect of any claim it might have against 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 Finance Transaction Document or any Transaction Security Property and any officer, employee or agent of the Security Agent, a Receiver or a Delegate may rely on this paragraph (b) Clause subject to Clause 1.4 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 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 Secured Party (other than the Security Agent)Finance Party, on behalf of any Secured Finance Party (other than the Security Agent) and each Secured Finance Party (other than the Security Agent) confirms to 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 Security Agent.
(de) Without prejudice to any provision of any Finance Document excluding or limiting the liability of the Security Agent, Agent or any Receiver or Delegate, any liability of the Security Agent, Agent or any Receiver or Delegate arising under or in connection with any Finance Transaction 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 Security Agent, Receiver or 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 Security Agent, any Receiver or Delegate (as the case may be) at any time which increase the amount of that loss. In no event shall the Security Agent, any Receiver or 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 Security Agent, the Receiver or Delegate (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 Finance Document excluding or limiting the liability of the Security Administrative Agent, any Receiver the Lead Technical Bank, the Technical Bank or Delegatethe Modelling Bank), none of the Security Administrative Agent, any Receiver nor any Delegate the Lead Technical Bank, 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 value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Finance Document or the Transaction Security unless directly caused by its gross negligence or wilful misconductSecurity;
(ii) exercising exercising, or not exercising exercising, any right, power, authority or discretion given to it by by, or in connection with with, any Finance Document, the Transaction Security or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Finance Document or the Transaction Security;
(iii) any shortfall which arises on the enforcement or realisation of the Transaction 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; except, in each case, as a result of the Administrative Agent’s, Lead Technical Bank’s, the Technical Bank’s or Modelling Bank’s gross negligence or wilful misconduct as determined by a court of competent jurisdiction by a final and nonappealable judgment.
(b) No Party The Administrative Agent will not be liable for any delay (other than or any related consequences) in crediting an account with an amount required under the Security Agent, that Receiver 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 that Delegate (as applicable)) may take any proceedings against any officer, employee or agent of the Security Agent, a Receiver or a Delegate in respect operating procedures of any claim it might have against recognised clearing or settlement system used by the Security Agent, a Receiver or a Delegate or in respect of any act or omission of any kind by Administrative Agent for that officer, employee or agent in relation to any Finance Document or any Transaction Security and any officer, employee or agent of the Security Agent, a Receiver or a Delegate may rely on this paragraph (b) subject to Clause 1.4 (Third party rights) and the provisions of the Third Parties Actpurpose.
(c) Nothing in this Agreement shall oblige the Security Agent Administrative Agent, the Lead Technical Bank, the Technical Bank or the Modelling Bank, the Structuring Bank 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 Secured Party (other than the Security Agent)Lender, on behalf of any Secured Party (other than the Security Agent) Lender and each Secured Party (other than the Security Agent) Lender confirms to the Security Agent Administrative Agent, the Structuring Bank, the Mandated Lead Arrangers, the Lead Technical Bank, 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 Security Agentany such Party.
(d) Without prejudice to any provision of any Finance Document excluding or limiting the liability of each of the Security Administrative Agent, any Receiver or Delegatethe Lead Technical Bank, the Technical Bank and the Modelling Bank liability, any liability of the Security Administrative Agent, any Receiver the Lead Technical Bank, the Technical Bank or Delegate the Modelling Bank arising under or in connection with any Finance Document or the Transaction Security 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 Security Agent, Receiver or Delegate (as the case may be) by such Party 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 Security Agent, Receiver or Delegate (as the case may be) such Party at any time which increase the amount of that loss. In no event shall the Security Administrative Agent, any Receiver the Lead Technical Bank, the Technical Bank or Delegate the 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 Security Agent, Receiver or Delegate (as the case may be) such Party 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 the Finance Document Documents excluding or limiting the liability of the Security Administrative Agent, any Receiver or Delegate), none of ) the 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 value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Finance Document or the Transaction Security 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 by, or in connection with with, any Finance Document, the Transaction Security Collateral or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Finance Document or the Transaction Security;
(iii) any shortfall which arises on the enforcement or realisation of the Transaction SecurityCollateral; 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 Security Administrative Agent, that Receiver or that Delegate (as applicable)) may take any proceedings against any officer, employee or agent of the Security Agent, a Receiver or a Delegate Administrative Agent in respect of any claim it might have against the 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 Finance Document or any Transaction Security and any officer, employee or agent of the Security Agent, a Receiver or a Delegate may rely on this paragraph (b) subject to Clause 1.4 (Third party rights) and the provisions of the Third Parties ActDocument.
(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 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 Secured Party (other than the Security Agent)Lender, on behalf of any Secured Party (other than the Security Agent) Lender or any Swap Bank and each Secured Party (other than the Security Agent) Lender and each Swap Bank confirms to the 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 Security AgentAdministrative Agent or any Mandated Lead Arranger.
(de) Without prejudice to any provision of any Finance Document excluding or limiting the liability of the Security Administrative Agent, any Receiver or Delegate's liability, any liability of the Security Agent, any Receiver or Delegate Administrative Agent arising under or in connection with any Finance Document or the Transaction Security 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 Security Agent, Receiver or Delegate (as the case may be) Administrative Agent 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 Security Agent, Receiver or Delegate (as the case may be) Administrative Agent at any time which increase the amount of that loss. In no event shall the Security Agent, any Receiver or Delegate 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 Security Agent, Receiver or Delegate (as the case may be) Administrative Agent has been advised of the possibility of such loss or damages.
Appears in 1 contract
Sources: Loan Agreement (Dorian LPG Ltd.)
EXCLUSION OF LIABILITY. (aA) Without limiting paragraph (bB) below (and without prejudice to any other provision of any Finance Document excluding or limiting the liability of the Security Facility Agent, any Receiver or Delegate), none of the 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 value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Finance Document or the Transaction Security 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 by, or in connection with with, any Finance Document, the Transaction Security Document or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Finance Document Document, other than by reason of its gross negligence or the Transaction Security;
(iii) any shortfall which arises on the enforcement or realisation of the Transaction Securitywilful 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 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 134 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 Security Agent, that Receiver or that Delegate (as applicable)) may take any proceedings against any officer, employee or agent of the Security Agent, a Receiver or a Delegate in respect of any claim it might have against 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 Finance Document or any Transaction Security and any officer, employee or agent of the Security Agent, a Receiver or a Delegate may rely on this paragraph (b) subject to Clause 1.4 (Third party rights) and the provisions of the Third Parties Act.
(c) Nothing in this Agreement shall oblige the 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 Secured Party (other than the Security Agent), on behalf of any Secured Party (other than the Security Agent) and each Secured Party (other than the Security Agent) confirms to 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 Security Agent.
(d) Without prejudice to any provision of any Finance Document excluding or limiting the liability of the Security Agent, any Receiver or Delegate, any liability of the Security Agent, any Receiver or Delegate arising under or in connection with any Finance Document or the Transaction Security 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 Security Agent, Receiver or 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 Security Agent, Receiver or Delegate (as the case may be) at any time which increase the amount of that loss. In no event shall the Security Agent, any Receiver or 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 Security Agent, Receiver or Delegate (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 (Kosmos Energy Ltd.)
EXCLUSION OF LIABILITY. (a) Without limiting paragraph (b) below (and without prejudice to any other provision of any Finance Document excluding or limiting the liability of the Security Agent, any Administrative Party or any Receiver or Delegate), none of the 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 arising as a result of the Administrative Party, Receiver or Delegate taking or not taking any action under or in connection with any Finance Document or the Transaction Security Document, unless directly caused by its gross negligence negligence, wilful default or wilful misconductfraud;
(ii) exercising exercising, or not exercising exercising, any right, power, authority or discretion given to it by by, or in connection with with, any Finance Document, the Transaction Security Document or any other agreement, arrangement or document entered intointo or made under or in connection with, made or executed in anticipation of, under or in connection with, any Finance Document Document, other than by reason of its gross negligence, wilful default or the Transaction Security;
(iii) any shortfall which arises on the enforcement or realisation of the Transaction Securityfraud; or
(iviii) without prejudice to the generality of paragraphs (i) to ), (iiiii) 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: :
I. nationalisation, expropriation or other governmental actions; action;
II. any regulation, currency restriction, devaluation or fluctuation; ;
III. market conditions affecting the execution or settlement of transactions or the value of assets; assets (including any Disruption Event);
IV. breakdown, failure or malfunction of any third party transport, telecommunications, computer services or other systems; ;
V. any natural disasters disaster or acts act of God; ;
VI. war, terrorism, insurrection or revolution; or strikes or
VII. any strike or industrial action.
(b) No Party (other than the Security Agentrelevant Administrative Party, that Receiver or that Delegate (as applicable)Delegate) may take any proceedings against any officer, employee or agent of the Security Agentan Administrative Party, a Receiver or a Delegate in respect of any claim it might have against the 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 Finance Document or any Transaction Security and any officer, employee or agent of the Security Agent, a Receiver or a Delegate may rely on this paragraph (b) subject to Clause 1.4 (Third party rights) and the provisions of the Third Parties ActDocument.
(c) 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.
(d) (i) Nothing in this Agreement shall oblige the Security Agent to carry out:obliges 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 Secured Party (other than the Security Agent)Finance Party, on behalf of any Secured Party (other than the Security Agent) and each Secured Party (other than the Security Agent) confirms to 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 Security AgentFinance Party.
(d) Without prejudice to any provision of any Finance Document excluding or limiting the liability of the Security Agent, any Receiver or Delegate, any liability of the Security Agent, any Receiver or Delegate arising under or in connection with any Finance Document or the Transaction Security 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 Security Agent, Receiver or 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 Security Agent, Receiver or Delegate (as the case may be) at any time which increase the amount of that loss. In no event shall the Security Agent, any Receiver or 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 Security Agent, Receiver or Delegate (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 Finance Debt Document excluding or limiting the liability of the Security Agent, any Receiver or Delegate), none of the 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 Finance Debt 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 Finance Debt 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 Finance Debt Document or the Transaction SecuritySecurity Property;
(iii) any shortfall which arises on the enforcement or realisation of the Transaction SecuritySecurity 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 Security Agent, that Receiver or that Delegate (as applicable)) may take any proceedings against any officer, employee or agent of the Security Agent, a Receiver or a Delegate in respect of any claim it might have against 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 Finance Debt Document or any Transaction Security and any officer, employee or agent of the Security Agent, a Receiver or a Delegate may rely on this paragraph (b) subject to Clause 1.4 (Third party rights) and the provisions of the Third Parties ActProperty.
(c) Nothing in this Agreement shall oblige the 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 Secured Party (other than the Security Agent)Primary Creditor, on behalf of any Secured Party (other than the Security Agent) Primary Creditor and each Secured Party (other than the Security Agent) Primary Creditor confirms to 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 Security Agent.
(d) Without prejudice to any provision of any Finance Debt Document excluding or limiting the liability of the Security Agent, any Receiver or Delegate, any liability of the Security Agent, any Receiver or Delegate arising under or in connection with any Finance Debt 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 Security Agent, Receiver or 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 Security Agent, Receiver or Delegate (as the case may be) at any time which increase the amount of that loss. In no event shall the Security Agent, any Receiver or 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 Security Agent, Receiver or Delegate (as the case may be) has been advised of the possibility of such loss or damages.
Appears in 1 contract
EXCLUSION OF LIABILITY. (a) 19.9.1 Without limiting paragraph sub-clause 19.9.2 of this Clause 19.9 (b) below Exclusion of liability), (and without prejudice to any other provision of any Finance Financing Document excluding or limiting the liability of the Security an Agent, any Receiver or Delegate), none of the Security Agent, any Receiver nor any Delegate an Agent will not be liable for:
(ia) 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 Finance Document or the Transaction Security Financing 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 by, or in connection with with, any Finance Document, the Transaction Security Financing Document or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Finance Document Financing Document, other than by reason of its gross negligence or the Transaction Security;
(iii) any shortfall which arises on the enforcement or realisation of the Transaction Securitywilful misconduct; or
(ivc) 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 (but not including any claim based on the fraud of an 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 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 Security Agent, that Receiver or that Delegate (as applicable)) may take any proceedings against any officer, employee or agent of the Security Agent, a Receiver or a Delegate in respect of any claim it might have against 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 Finance Document or any Transaction Security and any officer, employee or agent of the Security Agent, a Receiver or a Delegate may rely on this paragraph (b) subject to Clause 1.4 (Third party rights) and the provisions of the Third Parties Act.
(c) Nothing in this Agreement shall oblige the 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 Secured Party (other than the Security Agent), on behalf of any Secured Party (other than the Security Agent) and each Secured Party (other than the Security Agent) confirms to 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 Security Agent.
(d) Without prejudice to any provision of any Finance Document excluding or limiting the liability of the Security Agent, any Receiver or Delegate, any liability of the Security Agent, any Receiver or Delegate arising under or in connection with any Finance Document or the Transaction Security 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 Security Agent, Receiver or 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 Security Agent, Receiver or Delegate (as the case may be) at any time which increase the amount of that loss. In no event shall the Security Agent, any Receiver or 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 Security Agent, Receiver or Delegate (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 Finance Document excluding or limiting the liability of the Security Agent, any Receiver or Delegate), none of 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 value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Finance Document or the Transaction Security 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 by, or in connection with with, any Finance Document, the Transaction Security Document or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Finance Document Document, other than by reason of its gross negligence or the Transaction Security;
(iii) any shortfall which arises on the enforcement or realisation of the Transaction Securitywilful 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 Agent or the Security Agent, that Receiver or that Delegate (as applicable)) may take any proceedings against any officer, employee or agent of the Agent or the Security Agent, a Receiver or a Delegate Agent in respect of any claim it might have against the 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 Finance Document or any Transaction Security Document, and any officer, employee or agent of the Agent or the Security Agent, a Receiver or a Delegate Agent may rely on this paragraph (b) subject to Clause 1.4 (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 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 Secured Party (other than the Security Agent)Lender, on behalf of any Secured Party (other than the Security Agent) Lender, and each Secured Party (other than the Security Agent) Lender confirms to the 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 Agent, the Security AgentAgent or the Arranger.
(de) Without prejudice to any provision of any Finance Document excluding or limiting the liability of Agent or the Security Agent, any Receiver or Delegate’s liability, any liability of the Agent or the Security Agent, any Receiver or Delegate Agent arising under or in connection with any Finance Document or the Transaction Security 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 Agent or the Security Agent, Receiver or Delegate (as the case may be) Agent 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 Agent or the Security Agent, Receiver or Delegate (as the case may be) Agent at any time which increase the amount of that loss. In no event shall the Agent or the Security Agent, any Receiver or Delegate 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 Agent or the Security Agent, Receiver or Delegate (as the case may be) Agent 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 Finance Debt Document excluding or limiting the liability of the Security Agent, any Receiver or Delegate), none of the 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 Finance Debt 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 Finance Debt 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 Finance Debt Document or the Transaction SecuritySecurity Property;
(iii) any shortfall which arises on the enforcement or realisation of the Transaction SecuritySecurity 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 Security Agent, that Receiver or that Delegate (as applicable)) may take any proceedings against any officer, employee or agent of the Security Agent, a Receiver or a Delegate in respect of any claim it might have against 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 Finance Debt Document or any Transaction Security Property and any officer, employee or agent of the Security Agent, a Receiver or a Delegate may rely on this paragraph (b) Clause 18.11 subject to Clause 1.4 1.3 (Third party rights) and the provisions of the Third Parties Act.
(c) Nothing in this Agreement shall oblige the 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 Secured Party (other than the Security Agent)Primary Creditor, on behalf of any Secured Party (other than the Security Agent) Primary Creditor and each Secured Party (other than the Security Agent) Primary Creditor confirms to 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 Security Agent.
(d) Without prejudice to any provision of any Finance Debt Document excluding or limiting the liability of the Security Agent, any Receiver or Delegate, any liability of the Security Agent, any Receiver or Delegate arising under or in connection with any Finance Debt 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 Security Agent, Receiver or 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 Security Agent, Receiver or Delegate (as the case may be) at any time which increase the amount of that loss. In no event shall the Security Agent, any Receiver or 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 Security Agent, Receiver or Delegate (as the case may be) has been advised of the possibility of such loss or damages.
(e) In order to comply with laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering (Applicable Law), the Security Agent is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Security Agent. Accordingly, each of the Debtors agrees to provide to the Security Agent upon its request from time to time such identifying information and documentation as may be available for such party in order to enable the Security Agent to comply with Applicable Law.
Appears in 1 contract
EXCLUSION OF LIABILITY. (a) Without limiting paragraph (b) below (and without prejudice to any other provision of any Finance Document excluding or limiting the liability of the Security Agent, Agent or any Receiver or DelegateAncillary Lender), none of the 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 value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Finance Document or the Transaction Security 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 by, or in connection with with, any Finance Document, the Transaction Security or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Finance Document or the Transaction Security;
(iii) any shortfall which arises on the enforcement , unless directly caused by its gross negligence or realisation of the Transaction Securitywilful 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 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 Security Agent, that Receiver Agent or that Delegate an ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (as applicable)) may take any proceedings against any officer, employee or agent of the Security Agent, a Receiver Agent or a Delegate any Ancillary Lender in respect of any claim it might have against the 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 Finance Document or any Transaction Security Document and any officer, employee or agent of the Security Agent, a Receiver Agent or a Delegate any Ancillary Lender may rely on this paragraph (b) subject to Clause 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 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 Secured Party (other than the Security Agent)Lender or for any Affiliate of any Lender, on behalf of any Secured Party (other than the Security Agent) Lender and each Secured Party (other than the Security Agent) Lender confirms to 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 Security AgentAgent or the Arrangers.
(de) Without prejudice to any provision of any Finance Document excluding or limiting the liability of the Security Agent, any Receiver or Delegate’s liability, any liability of the Security Agent, any Receiver or Delegate Agent arising under or in connection with any Finance Document or the Transaction Security 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 Security Agent, Receiver or Delegate (as the case may be) Agent 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 Security Agent, Receiver or Delegate (as the case may be) Agent at any time which increase the amount of that loss. In no event shall the Security Agent, any Receiver or Delegate 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 Security Agent, Receiver or Delegate (as the case may be) Agent 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 Bridge Finance Document excluding or limiting the liability of the Security Agent, any Receiver or Delegate), none of Trustee the 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 value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Bridge Finance Document or the Transaction Security 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 by, or in connection with with, any Bridge Finance Document, the Transaction Security or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Bridge Finance Document Document, other than by reason of its gross negligence or the Transaction Securitywilful misconduct;
(iii) any shortfall which arises on the enforcement or realisation of the Transaction Security; 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 97 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 Security Agent, that Receiver or that Delegate (as applicable)Trustee) may take any proceedings against any officer, employee or agent of the Security Agent, a Receiver or a Delegate Trustee in respect of any claim it might have against the 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 Bridge Finance Document or any Transaction Security and any officer, employee or agent of the Security Agent, a Receiver or a Delegate Trustee may rely on this Clause subject to paragraph (bd) subject to of Clause 1.4 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 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 Secured Finance Party (other than the Security Agent)or for any Affiliate of any Finance Party, on behalf of any Secured Finance Party (other than the Security Agent) and each Secured Finance Party (other than the Security Agent) confirms to the 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 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 Bridge Finance Document excluding or limiting the liability of the Security Agent, any Receiver or DelegateTrustee, any liability of the Security Agent, any Receiver or Delegate Trustee arising under or in connection with any Bridge Finance Document or the Transaction Security 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 Security Agent, Receiver or Delegate (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 Security Agent, Receiver or Delegate (as the case may be) Trustee at any time which increase the amount of that loss. In no event shall the Security Agent, any Receiver or Delegate 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 Security Agent, Receiver or Delegate (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 98 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 1 contract
EXCLUSION OF LIABILITY. (a) Without limiting paragraph (b) below (and without prejudice to any other provision of any the Finance Document Documents excluding or limiting the liability of the Security Administrative Agent, any Receiver or Delegate), none of ) the 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 value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Finance Document or the Transaction Security 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 by, or in connection with with, any Finance Document, the Transaction Security Collateral or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Finance Document or the Transaction Security;
(iii) any shortfall which arises on the enforcement or realisation of the Transaction SecurityCollateral; 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 Security Administrative Agent, that Receiver or that Delegate (as applicable)) may take any proceedings against any officer, employee or agent of the Security Agent, a Receiver or a Delegate Administrative Agent in respect of any claim it might have against the 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 Finance Document or any Transaction Security and any officer, employee or agent of the Security Agent, a Receiver or a Delegate may rely on this paragraph (b) subject to Clause 1.4 (Third party rights) and the provisions of the Third Parties ActDocument.
(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 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 Secured Party (other than the Security Agent)Lender, on behalf of any Secured Party (other than the Security Agent) Lender or any Swap Bank and each Secured Party (other than the Security Agent) Lender and each Swap Bank confirms to the 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 Security AgentAdministrative Agent or any Mandated Lead Arranger.
(de) Without prejudice to any provision of any Finance Document excluding or limiting the liability of the Security Administrative Agent, any Receiver or Delegate’s liability, any liability of the Security Agent, any Receiver or Delegate Administrative Agent arising under or in connection with any Finance Document or the Transaction Security 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 Security Agent, Receiver or Delegate (as the case may be) Administrative Agent 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 Security Agent, Receiver or Delegate (as the case may be) Administrative Agent at any time which increase the amount of that loss. In no event shall the Security Agent, any Receiver or Delegate 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 Security Agent, Receiver or Delegate (as the case may be) Administrative Agent 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 (bi) below (and without prejudice to any other provision of any Finance Document excluding or limiting the liability of the Security Agent, any Receiver or Delegate), none of 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 value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Finance Document or the Transaction Security 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 by, or in connection with with, any Finance Document, the Transaction Security Document or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Finance Document Document, other than by reason of its gross negligence or the Transaction Security;
(iii) any shortfall which arises on the enforcement or realisation of the Transaction Securitywilful 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 Security Agent, that Receiver or that Delegate (as applicable)) may take any proceedings against any officer, employee or agent of the Security Agent, a Receiver or a Delegate Agent in respect of any claim it might have against 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 Finance Document or any Transaction Security and any officer, employee or agent of the Security Agent, a Receiver or a Delegate Agent may rely on this paragraph (b) subject to Clause 1.4 (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 Security Agent Agent, a Coordinator or a 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 Secured Party (other than the Security Agent)Lender or for any Affiliate of any Lender, on behalf of any Secured Party (other than the Security Agent) ▇▇▇▇▇▇ and each Secured Party (other than the Security Agent) Lender confirms to the Security Agent Agent, the Coordinators 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 Security Agent, the Coordinators or the Mandated Lead Arrangers.
(de) Without prejudice to any provision of any Finance Document excluding or limiting the liability of the Security Agent, any Receiver or Delegate’s liability, any liability of the Security Agent, any Receiver or Delegate Agent arising under or in connection with any Finance Document or the Transaction Security 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 Security Agent, Receiver or Delegate (as the case may be) Agent 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 Security Agent, Receiver or Delegate (as the case may be) Agent at any time which increase the amount of that loss. In no event shall the Security Agent, any Receiver or Delegate 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 Security Agent, Receiver or Delegate (as the case may be) Agent has been advised of the possibility of such loss or damages.
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