Liability to Pledgor Clause Samples

The 'Liability to Pledgor' clause defines the extent to which a party holding pledged assets (the pledgee) is responsible for any losses or damages suffered by the pledgor in relation to those assets. Typically, this clause outlines the circumstances under which the pledgee may be held liable, such as in cases of negligence, willful misconduct, or failure to exercise reasonable care in safeguarding the pledged property. By clearly delineating the pledgee's responsibilities and potential liabilities, this clause helps manage risk and provides assurance to the pledgor that their interests are protected while also limiting the pledgee's exposure to unwarranted claims.
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Liability to Pledgor. Pledgor and Borrower assume all risks of the acts or omissions of Lender with respect to its exercise of its rights hereunder. Neither the Down REIT Sub, HCPI, nor any of their officers, directors, partners, employees or agents shall be liable or responsible for any acts or omissions of the Lender, including without limitation the validity of any determination by Lender that a Default has occurred or is continuing, nor shall any of such persons have any responsibility for investigation into the facts and circumstances giving rise to any such determination by Lender, nor shall any such person be liable or responsible for following the instructions of Lender in accordance with this Agreement regardless of any notice, information or instructions to the contrary received by HCPI from Pledgor or any other person, including without limitation following instruction of Lender (a) to remit distributions by the Down REIT Sub made in respect of the Pledged Units, and distributions of HCPI made in respect of Pledged Shares, to Lender, pursuant to Section 5 above, (b) to terminate the voting and/or other consensual rights of Pledgor (and consider such right to have vested in Lender) pursuant to Section 5 above, (c) to exercise Pledgor’s Exchange Rights in the name of and on behalf of Pledgor pursuant to Section 7 above, or (d) to exercise Pledgor’s Registration Rights in the name of and on behalf of Pledgor, pursuant to Section 6 above.
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Liability to Pledgor. Pledgor acknowledges and understands that the Company has signed this Agreement solely as an accommodation to Pledgor. Notwithstanding anything to the contrary in this Agreement, the Company nor any of its respective officers, directors, partners, employees or agents (collectively, the “Inland Persons”) shall be liable or responsible for any loss incurred by Pledgor as a result of any act or failure to act by such Inland Person in connection with, arising out of or related to this Agreement unless such loss is finally determined by a court of competent jurisdiction to have resulted from such Inland Person’s willful misconduct or gross negligence. Pledgor assumes all risks of the acts or omissions of Lender with respect to its exercise of its rights hereunder. None of the Inland Persons shall (i) be liable or responsible for any acts or omissions of Lender or its officers, directors, partners, members, employees, affiliates, representatives or agents, including without limitation the validity of any determination by Lender that a Default has occurred or is continuing; (ii) have any responsibility for investigation into the facts and circumstances giving rise to any such determination by Lender; (iii) be liable or responsible for following the instructions of Lender in accordance with this Agreement regardless of any notice, information or instructions to the contrary received by the Company from Pledgor or any other person, including without limitation following instruction of Lender to remit distributions by the Company made in respect of the Pledged Units to Lender or the Account as directed by Lender, pursuant to Section 4 above; (iv) be deemed to have knowledge of (nor be required to know) the terms and provisions of the Loan or any related documents (other than this Agreement) or whether there is a Default or event of default under the Loan or any other related documents, and thus the Company shall be entitled to assume that there is no Default or event of default until it receives a Default Notice from the Lender and to assume that such Default or event of default is continuing until it receives a notice from the Lender that such Default or event of default (and no other Default or event of default) is no longer existing; or (v) be liable or responsible for any of the consequences of such Inland Person’s reliance on any communication or document believed by it to be genuine and correct and to have been communicated or signed by the person or entity by...
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