Common use of Liability of the Purchasers Clause in Contracts

Liability of the Purchasers. (a) No Purchaser nor any of its officers, directors, employees, representatives or agents shall be liable or responsible for (i) the use which may be made of any proceeds of the Series 2023[●] Bonds or this Agreement or for any acts, omissions, errors, interruptions, delays in transmission, dispatch or delivery of any message or advice, however transmitted, of the Purchaser in connection with this Agreement, the Series 2023[●] Bonds or any of the other Financing Documents; (ii) any action, inaction or omission which may be taken by such Purchaser in connection with this Agreement, the Series 2023[●] Bonds or any of the other Financing Documents; (iii) the validity, sufficiency or genuineness of documents, or of any endorsements thereon, even if such documents should in fact prove to be in any or all respects invalid, insufficient, fraudulent or forged; (iv) payment by such Purchaser against presentation of documents which do not comply with the terms of this Agreement, including failure of any documents to bear any reference or adequate reference to this Agreement; or (v) any other circumstances whatsoever in making or failing to purchase Series 2023[●] Bonds in accordance with the terms herein, except for acts or events described in the immediately preceding clauses (i) through (v), to the extent, but only to the extent, of any direct, as opposed to special, indirect, consequential or punitive, damages (the right to receive special, indirect, consequential or punitive damages being hereby waived) suffered by it which the Authority proves were caused by such Purchaser’s willful misconduct or gross negligence. (b) The Authority and the City further agree that any action taken or omitted by any Purchaser under or in connection with this Agreement or any of the other Financing Documents, if done without willful misconduct or gross negligence, shall be effective against the Authority and the City as to the rights, duties and obligations of such Purchaser and shall not place such Purchaser under any liability to the Authority or the City. In furtherance and not in limitation of the foregoing, each Purchaser may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary.