Liability of the Issuer Clause Samples
The 'Liability of the Issuer' clause defines the extent to which the issuer of a financial instrument or security is legally responsible for losses, damages, or breaches related to the issuance. Typically, this clause outlines specific circumstances under which the issuer may be held liable, such as in cases of misrepresentation, fraud, or failure to fulfill contractual obligations, and may also set limits or exclusions on that liability. Its core practical function is to allocate risk between the issuer and other parties, ensuring all involved understand the issuer's responsibilities and the boundaries of potential claims.
Liability of the Issuer. The Issuer and its auxiliaries exclude all pre-agreementual, agreementual and extra-agreementual liability arising from the performance, non-performance or in connection with this agreement, for all types of damage to the full extent permitted by Swiss law.
Liability of the Issuer. The Issuer shall be liable in accordance herewith only to the extent of the obligations specifically imposed upon and undertaken by the Issuer herein.
Liability of the Issuer. Notwithstanding any provision to the contrary in this Agreement or any Supplement, indemnification payments and other amounts described herein as payable by the Issuer hereunder (including, without limitation, amounts payable pursuant to Section 7.03) shall be payable only from Available Issuer Funds (and, as a result, may be payable from any allocable Pledged Asset only if, to the extent that, and after such Pledged Asset shall have been distributed to the Issuer in accordance with the terms of the Agreement and the Supplements thereto). Unless and until sufficient Available Issuer Funds become available to pay any such amount in accordance with the immediately preceding sentence, such indemnification payments and other amounts shall not be due and payable until a year and a day after the Collection Date for the last then outstanding Series.
Liability of the Issuer. Neither the Issuer, any Correspondent Bank nor any of its employees, affiliates, agents, officers or directors shall be liable to the Applicant for: (a) the use which may be made by the Applicant or Beneficiary of a Letter of Credit or the proceeds of any drawing thereunder; (b) the validity, sufficiency or genuineness of any documents presented to the Issuer with respect to a drawing made under a Letter of Credit; provided, however, that such documents do not appear to be invalid, insufficient, fraudulent or forged on their face; or (c) any other circumstances resulting in the payment or nonpayment by the Issuer of any amounts drawn under a Letter of Credit, except in the case of the gross negligence, bad faith or willful misconduct of the Issuer or any of its employees. The Applicant agrees to indemnify the Issuer and each Correspondent Bank, and their respective affiliates, directors, officers, representatives and agents from and against all claims, liabilities, obligations, losses, damages, penalties, judgments, costs and expenses of any kind which may be imposed on, incurred by or asserted against any of them by any person in any way relating to or arising out of (x) this Agreement or any default under or breach of this Agreement or any other Finance Document by the Applicant; and (y) any action taken or omitted by the Applicant under this Agreement or any other Finance Document or any exercise or enforcement of rights or remedies under this Agreement or any other Finance Document; provided that the Applicant will not be liable to an indemnified party to the extent any liability results from that indemnified party's gross negligence, bad faith or willful misconduct. Payment by an indemnified party will not be a condition precedent to the obligations of the Applicant under this indemnity. This Section 9 will survive any request for a Letter of Credit, the incurrence and repayment of any Outstanding Indebtedness, any novation, transfer or assignment and the termination of this Agreement.
Liability of the Issuer applies if any law imposes or purports to impose any immediate or future or possible liability on the Issuer to make any payment, or empowers any Governmental Agency to require the Issuer to make any payment, in respect of any Notes held either jointly or solely by any Noteholder, or in respect of any transfer of those Notes, or in respect of any money due or payable or accruing due or which may become due or payable to the Noteholder by the Issuer under or in respect of any Notes or for or on account or in respect of any Noteholder, whether because of: