Administrative Agent’s Reliance, Etc. Neither the Administrative Agents nor any of their directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agents: (a) may treat the Lender that made any Advance as the holder of the Debt resulting therefrom until JPMorgan Chase, as Administrative Agent, receives and accepts an Assignment and Acceptance entered into by such Lender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 9.07; (b) may consult with legal counsel (including counsel for Altria or any Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (c) make no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement on the part of Altria or any Borrower or to inspect the property (including the books and records) of Altria or such Borrower; (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto; and (f) shall incur no liability under or in respect of this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier, telegram or telex) believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 5 contracts
Samples: 364 Day Revolving Credit Agreement (Altria Group Inc), 364 Day Revolving Credit Agreement (Altria Group, Inc.), Revolving Credit Agreement (Altria Group Inc)
Administrative Agent’s Reliance, Etc. Neither the Administrative Agents Agent nor any of their its respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them under or in connection with this AgreementAgreement or the other Credit Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agents:
Agent: (a) may treat the Lender that made payee of any Advance Note as the holder thereof until the Administrative Agent receives written notice of the Debt resulting therefrom until JPMorgan Chase, as assignment or transfer thereof signed by such payee and in form satisfactory to the Administrative Agent, receives and accepts an Assignment and Acceptance entered into by such Lender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 9.07;
; (b) may consult with legal counsel (including counsel for Altria or any the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts;
; (c) make makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement;
Agreement or the other Credit Documents; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any other Credit Document on the part of Altria the Borrower or any Borrower its Subsidiaries or to inspect the property (including the books and records) of Altria the Borrower or such Borrower;
its Subsidiaries; (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant heretoCredit Document; and
and (f) shall incur no liability under or in respect of this Agreement or any other Credit Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopierfacsimile, telegram telegram, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 3 contracts
Samples: Credit Agreement (NOW Inc.), Credit Agreement (NOW Inc.), Credit Agreement (National Oilwell Varco Inc)
Administrative Agent’s Reliance, Etc. Neither the Administrative Agents Agent nor any of their its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreementthe Loan Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agents:
Agent: (a) may treat the Lender that made payee of any Advance Note as the holder of thereof until the Debt resulting therefrom until JPMorgan Chase, as Administrative Agent, Agent receives and accepts an Assignment and Acceptance entered into by the Lender that is the payee of such LenderNote, as assignor, and an Eligible Assignee, as assignee, as provided in Section 9.07;
8.07; (b) may consult with legal counsel (including counsel for Altria or any Borrower), independent public accountants and other experts selected in good faith by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts;
; (c) make makes no warranty or representation to any Lender Party and shall not be responsible to any Lender Party for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement;
the Loan Documents; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement any Loan Document on the part of Altria or any Borrower or to inspect the property (including the books and records) of Altria or such any Borrower;
; (e) shall not be responsible to any Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of this Agreement any lien or security interest created or purported to be created under or in connection with, any Loan Document or any other instrument or document furnished pursuant heretothereto; and
and (f) shall incur no liability under or in respect of this Agreement any Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopiertelegram, telegram telecopy or telex) reasonably believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 3 contracts
Samples: Credit Agreement (Allegheny Energy, Inc), Credit Agreement (Allegheny Energy, Inc), Credit Agreement (Allegheny Energy, Inc)
Administrative Agent’s Reliance, Etc. Neither the Administrative Agents nor any of their directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agents:
(a) may treat the Lender that made any Advance as the holder of the Debt resulting therefrom until JPMorgan ChaseJPMCB, as Administrative Agent, receives and accepts an Assignment and Acceptance entered into by such Lender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 9.07;
(b) may consult with legal counsel (including counsel for Altria or any Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts;
(c) make no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement;
(d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement on the part of Altria or any Borrower or to inspect the property (including the books and records) of Altria or such Borrower;
(e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto; and
(f) shall incur no liability under or in respect of this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier, telegram or telexe-mail) believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 2 contracts
Samples: 5 Year Revolving Credit Agreement (Altria Group, Inc.), Credit Agreement (Altria Group, Inc.)
Administrative Agent’s Reliance, Etc. Neither the Administrative Agents Agent nor any of their its respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them under or in connection with this AgreementAgreement or the other Credit Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agents:
Agent: (a) may treat the Lender that made payee of any Advance Note as the holder thereof until the Administrative Agent receives written notice of the Debt resulting therefrom until JPMorgan Chase, as assignment or transfer thereof signed by such payee and in form satisfactory to the Administrative Agent, receives and accepts an Assignment and Acceptance entered into by such Lender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 9.07;
; (b) may consult with legal counsel (including counsel for Altria or any the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts;
; (c) make makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement;
Agreement or the other Credit Documents; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any other Credit Document on the part of Altria the Borrower or any Borrower its Subsidiaries or to inspect the property (including the books and records) of Altria the Borrower or such Borrower;
its Subsidiaries; (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant heretoCredit Document; and
and (f) shall incur no liability under or in respect of this Agreement or any other Credit Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier, telegram telegram, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 2 contracts
Samples: Credit Agreement (National Oilwell Varco Inc), 364 Day Credit Agreement (National Oilwell Varco Inc)
Administrative Agent’s Reliance, Etc. Neither the Administrative Agents Agent nor any of their its directors, officers, agents agents, or employees shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT'S OWN NEGLIGENCE) by it or them under or in connection with this AgreementAgreement or the other Credit Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agents:
Agent: (a) may treat the Lender that made payee of any Advance Note as the holder thereof until the Administrative Agent receives written notice of the Debt resulting therefrom until JPMorgan Chase, as assignment or transfer thereof signed by such payee and in form satisfactory to the Administrative Agent, receives and accepts an Assignment and Acceptance entered into by such Lender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 9.07;
; (b) may consult with legal counsel (including counsel for Altria or any the Borrower), independent public accountants accountants, and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants accountants, or experts;
; (c) make makes no warranty or representation to any Lender Bank and shall not be responsible to any Lender Bank for any statements, warranties warranties, or representations (whether written or oral) made in or in connection with this Agreement;
Agreement or the other Credit Documents; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any other Credit Document on the part of Altria the Borrower or any Borrower the Guarantors or to inspect the property (including the books and records) of Altria the Borrower or such Borrower;
the Guarantors; (e) shall not be responsible to any Lender Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency sufficiency, or value of this Agreement or any other instrument or document furnished pursuant heretoCredit Document; and
and (f) shall incur no liability under or in respect of this Agreement or any other Credit Document by acting upon any notice, consent, certificate certificate, or other instrument or writing (which may be by facsimile, telecopier, telegram or telex) believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 2 contracts
Samples: Credit Agreement (Holly Energy Partners Lp), Credit Agreement (Holly Energy Partners Lp)
Administrative Agent’s Reliance, Etc. Neither the Administrative Agents Agent nor any of their its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this AgreementAgreement or the Notes, except for its or their own gross negligence or willful wilful misconduct. Without limitation of the generality of the foregoing, the Administrative Agents:
Agent: (a) may i)may treat the Lender that made payee of any Advance Note as the holder of thereof until the Debt resulting therefrom until JPMorgan Chase, as Administrative Agent, Agent receives and accepts an a Lender Assignment and Acceptance entered into by the Lender which is the payee of such LenderNote, as assignor, and an Eligible Assignee, as assignee, as provided in Section 9.07;
10.07; (b) may ii)may consult with legal counsel (including counsel for Altria or any Borrowerthe Borrower(s)), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts;
; (c) make iii)makes no warranty or representation to any Lender and shall not be responsible to any Lender for the Information Memorandum or any other statements, warranties or representations (whether written or oral) made in or in connection with this Agreement;
Agreement or the Notes; (d) shall iv)shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or the Notes on the part of Altria or any Borrower to be performed or observed, or to inspect the any property (including the books and records) of Altria or such any Borrower;
; (e) shall v)shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or the Notes or any other instrument or document furnished pursuant hereto; and
and (f) shall vi)shall incur no liability under or in respect of this Agreement or the Notes by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopiertelegram, telegram cable or telex) believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 2 contracts
Samples: Credit Agreement (Northeast Utilities), Credit Agreement (Northeast Utilities)
Administrative Agent’s Reliance, Etc. Neither the ------------------------------------ Administrative Agents Agent nor any of their its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agents:
Agent: (ai) may treat the Lender that made payee of any Advance Note as the holder of thereof until the Debt resulting therefrom until JPMorgan Chase, as Administrative Agent, Agent receives and accepts an Assignment and Acceptance entered into by the Lender which is the payee of such LenderNote, as assignor, and an Eligible Assignee, as assignee, as provided in Section 9.07;
8.07; (bii) may consult with legal counsel (including counsel for Altria or any the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts;
; (ciii) make makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement;
; (div) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement on the part of Altria or any the Borrower or to inspect the property (including the books and records) of Altria or such the Borrower;
; (ev) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto; and
and (fvi) shall incur no liability under or in respect of this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier, telegram telegram, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 2 contracts
Samples: 364 Day Credit Agreement (Cytec Industries Inc/De/), Credit Agreement (Cytec Industries Inc/De/)
Administrative Agent’s Reliance, Etc. Neither the Administrative Agents Agent nor any of their its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agents:
Agent: (ai) may treat the Lender that made payee of any Advance Note as the holder of thereof until the Debt resulting therefrom until JPMorgan Chase, as Administrative Agent, Agent receives and accepts an Assignment and Acceptance entered into by the Lender which is the payee of such LenderNote, as assignor, and an Eligible Assignee, as assignee, as provided in Section 9.07;
; (bii) may consult with legal counsel (including counsel for Altria or any Borrowerthe Borrowers and Parent), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts;
; (ciii) make makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement;
; (div) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement on the part of Altria or any Borrower the Borrowers and Parent or to inspect the property (including the books and records) of Altria the Borrowers or such Borrower;
Parent; (ev) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto; and
and (fvi) shall incur no liability under or in respect of this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopierfacsimile, telegram electronic mail, telegram, telecopy, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 2 contracts
Samples: Canadian Credit Agreement (Burlington Resources Inc), Canadian Credit Agreement (Burlington Resources Inc)
Administrative Agent’s Reliance, Etc. Neither the Administrative Agents Agent nor any of their its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agents:
Agent: (ai) may deem and treat the Lender that made any which makes an Advance as the holder of the Debt indebtedness resulting therefrom for all purposes hereof until JPMorgan Chase, as the Administrative Agent, Agent receives and accepts an Assignment and Acceptance entered into by such Lender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 9.07;
8.07; (bii) may consult with legal counsel (including counsel for Altria or any the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts;
; (ciii) make makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement;
; (div) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement on the part of Altria or any the Borrower or to inspect the property Property (including the books and records) of Altria the Borrower or such Borrower;
any of its Subsidiaries; (ev) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto; and
and (fvi) shall incur no liability under or in respect of this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier, telegram or telex) believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 2 contracts
Samples: 364 Day Credit Agreement (Sci Systems Inc), Credit Agreement (Sci Systems Inc)
Administrative Agent’s Reliance, Etc. Neither the Administrative Agents Agent nor any of their its directors, officers, agents agents, or employees shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT'S OWN NEGLIGENCE) by it or them under or in connection with this AgreementAgreement or the other Credit Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agents:
Agent: (a) may treat the Lender that made payee of any Advance Note as the holder thereof until the Administrative Agent receives written notice of the Debt resulting therefrom until JPMorgan Chase, as assignment or transfer thereof signed by such payee and in form satisfactory to the Administrative Agent, receives and accepts an Assignment and Acceptance entered into by such Lender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 9.07;
; (b) may consult with legal counsel (including counsel for Altria or any the Borrower), independent public accountants accountants, and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants accountants, or experts;
; (c) make makes no warranty or representation to any Lender Bank and shall not be responsible to any Lender Bank for any statements, warranties warranties, or representations (whether written or oral) made in or in connection with this Agreement;
Agreement or the other Credit Documents; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any other Credit Document on the part of Altria the Borrower or any Borrower the Guarantors or to inspect the property (including the books and records) of Altria the Borrower or such Borrower;
the Guarantors; (e) shall not be responsible to any Lender Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency sufficiency, or value of this Agreement or any other instrument or document furnished pursuant heretoCredit Document; and
and (f) shall incur no liability under or in respect of this Agreement or any other Credit Document by acting upon any notice, consent, certificate certificate, or other instrument or writing (which may be by telecopier, telegram telecopier or telex) believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 2 contracts
Samples: Credit Agreement (Crosstex Energy Lp), Credit Agreement (Crosstex Energy Lp)
Administrative Agent’s Reliance, Etc. Neither the Administrative Agents nor any of their directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agents:
(a) may treat the Lender that made any Advance as the holder of the Debt resulting therefrom until JPMorgan ChaseJPMCB, as Administrative Agent, receives and accepts an Assignment and Acceptance entered into by such LenderXxxxxx, as assignor, and an Eligible Assignee, as assignee, as provided in Section 9.07;
(b) may consult with legal counsel (including counsel for Altria or any Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts;
(c) make no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement;
(d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement on the part of Altria or any Borrower or to inspect the property (including the books and records) of Altria or such Borrower;
(e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto; and
(f) shall incur no liability under or in respect of this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier, telegram or telexe-mail) believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 1 contract
Administrative Agent’s Reliance, Etc. Neither the Administrative Agents Agent nor any of their its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreementthe Loan Documents, except for its or their own gross negligence or willful misconductmisconduct as determined in a final, nonappealable judgment by a court of competent jurisdiction. Without limitation of the generality of the foregoingimmediately preceding sentence, the Administrative Agents:
Agent: (a) may treat the Lender that made payee of any Advance Working Capital Note as the holder of thereof until the Debt resulting therefrom until JPMorgan Chase, as Administrative Agent, Agent receives and accepts an Assignment and Acceptance entered into by the Lender that is the payee of such LenderWorking Capital Note, as assignor, and an Eligible Assignee, as assignee, as provided in Section 9.07;
; (b) may consult with legal counsel (including counsel for Altria or any BorrowerLoan Party), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts;
; (c) make makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement;
the Loan Documents; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement any Loan Document on the part of Altria or any Borrower Loan Party or to inspect the property or assets (including the books and records) of Altria or such Borrower;
any Loan Party; (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of this Agreement any lien or security interest created or purported to be created under or in connection with, any Loan Document or any other instrument or document furnished pursuant heretothereto; and
and (f) shall incur no liability under or in respect of this Agreement any Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopiertelegram, telegram telecopy or telex) believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 1 contract
Administrative Agent’s Reliance, Etc. Neither the Administrative Agents Agent nor any of their its directors, officers, agents or employees shall be liable to the Lenders for any action taken or omitted to be taken by it or them under or in connection with this Agreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agents:
Agent: (a) may treat the Lender that made any Advance as the holder of the Debt resulting therefrom until JPMorgan Chase, as Administrative Agent, receives and accepts an Assignment and Acceptance entered into by such Lender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 9.07;
(bi) may consult with legal counsel (including counsel for Altria or any the Borrower), independent public accountants and other experts selected by it and shall not be liable to the Lenders for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts;
; (cii) make makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement;
; (diii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement on the part of Altria or any the Borrower or to inspect the property (including the books and records) of Altria the Borrower or such Borrower;
any of its Subsidiaries; (eiv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto; and
and (fv) shall incur no liability to the Lenders under or in respect of this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier, telegram telegram, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties.. Table of Contents
Appears in 1 contract
Administrative Agent’s Reliance, Etc. Neither the Administrative Agents Agent nor any of its Affiliates nor any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this AgreementAgreement or the other Loan Documents, except for damages solely caused by its or their own gross negligence or willful misconductmisconduct as finally determined by a court of competent jurisdiction. Without limitation of the generality of the foregoing, the Administrative Agents:
Agent: (a) may treat the Lender that made payee of any Advance Note as the holder thereof until Administrative Agent receives written notice of the Debt resulting therefrom until JPMorgan Chase, as assignment or transfer thereof signed by such payee and in form satisfactory to Administrative Agent, receives and accepts an Assignment and Acceptance entered into by such Lender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 9.07;
; (b) may consult with legal counsel (including counsel for Altria or any Borrower)counsel, independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts;
; (c) make makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement;
Agreement or the other Loan Documents; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or the other Loan Documents on the part of Altria or any Borrower Borrowers or to inspect the property Collateral (including the books and records) of Altria or such Borrower;
Borrowers; (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or the other Loan Documents or any other instrument or document furnished pursuant heretohereto or thereto; and
and (f) shall incur no liability under or in respect of this Agreement or the other Loan Documents by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopiertelecopy, telegram telegram, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 1 contract
Administrative Agent’s Reliance, Etc. Neither the Administrative Agents Agent nor any of their its directors, officers, administrative agents or employees shall be liable to any Lender or the Borrower for any action taken or omitted to be taken by it or them under or in connection with this AgreementAgreement or the Applications, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agents:
Agent (ai) may treat the Lender that made payee of any Advance Note as the holder of thereof until the Debt resulting therefrom until JPMorgan Chase, as Administrative Agent, Agent receives and accepts an Assignment and Acceptance entered into by the Lender which is the payee of such LenderNote, as assignor, and an Eligible Assignee, as assignee, as provided in Section 9.07;
8.07 and (bii) may consult with legal counsel (including counsel for Altria or any the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts;
(c) . The Agents make no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement;
; (div) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement on the part of Altria or any the Borrower or to inspect the property (including the books and records) of Altria or such the Borrower;
; (ev) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement Agreement, the Applications, the Notes or any other instrument or document furnished pursuant heretohereto or thereto; and
and (fvi) shall incur no liability under or in respect of this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier, telegram telegram, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties. The Lenders and the Borrower acknowledge that no Agent other than the Administrative Agent has any duties or responsibilities hereunder.
Appears in 1 contract
Samples: Credit Agreement (Louisville Gas & Electric Co /Ky/)
Administrative Agent’s Reliance, Etc. Neither the Administrative Agents Agent nor any of their directors, officers, agents or employees its Related Parties shall be liable for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this AgreementAgreement or any of the other Transaction Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of limiting the foregoing, the Administrative Agents:
Agent: (a) may treat the Lender that made any Advance as the holder of the Debt resulting therefrom until JPMorgan Chase, as Administrative Agent, receives and accepts an Assignment and Acceptance entered into by such Lender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 9.07;
(bi) may consult with legal counsel (including counsel for Altria or any BorrowerFS/KKR Party with the consent of such counsel), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts;
; (cii) make makes no warranty or [FS Investment] Loan and Security Agreement representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made by any other Person in or in connection with this Agreement;
; (diii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Documents on the part of Altria or any Borrower FS/KKR Party or to inspect the property (including the books and records) of Altria or such Borrower;
any FS/KKR Party; (eiv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement Agreement, any of the other Transaction Documents or any other instrument or document furnished pursuant heretohereto or thereto; and
(fv) may rely upon and shall incur no liability under or in respect of this Agreement or any of the other Transaction Documents by acting upon any noticenotice (including notice by telephone), consent, certificate or other instrument or writing (which may be by telecopier, telegram or telexfacsimile) believed by it to be genuine and signed or sent by the proper party or parties, or upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person. In determining compliance with any condition hereunder to the making of an Advance, that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior to the making of such Advance.
Appears in 1 contract
Administrative Agent’s Reliance, Etc. Neither the Administrative Agents Agent nor any of their its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreementagreement, except for its or their own gross negligence or willful misconduct, except as otherwise set forth in Section 11.7 when acting in its capacity as custodian. Without limitation of the generality of the foregoing, the Administrative Agents:
Agent (a) may treat the Lender that made any Advance as the holder of the Debt resulting therefrom until JPMorgan Chase, as Administrative Agent, receives and accepts an Assignment and Acceptance entered into by such Lender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 9.07;
(b) may consult with legal counsel (including counsel for Altria or any Borrower)counsel, independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts;
; (cb) make makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement;
agreement; (dc) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement agreement on the part of Altria or any Borrower the Companies or to inspect the property (including the books and records) of Altria or such Borrower;
the Companies (eexcept as specifically set forth in Section 11.7); (d) shall not be responsible to any Lender for the due executionexecution (by any party hereto other than Administrative Agent), legality, validity, enforceability, genuineness, sufficiency or value of this Agreement agreement or any other instrument or document furnished pursuant heretohereto (except as specifically set forth in Section 11.7); and
and (fe) shall incur no liability under or in respect of this Agreement agreement by acting in accordance with this agreement upon any notice, consent, certificate or other instrument or writing (which may be by telecopiertelegram, telegram cable or telex) believed by it to be genuine and signed or sent by the proper party or parties. Administrative Agent shall not be compelled to do any act or to take any action toward the execution or enforcement of the powers hereby created, or to prosecute or defend any suit in respect hereof, unless indemnified to its satisfaction against any and all loss, cost, liability, and expense it may incur. Subject to the foregoing limitations and to any direction of the Determining Lenders to take action in accordance with Section 10, Administrative Agent shall perform the duties imposed upon it under this agreement with respect to the Collateral with the same amount of diligence and using the same amount of judgment and discretion as if Administrative Agent were acting solely for its own account, and, in connection therewith, Administrative Agent is hereby authorized (a) to settle, compromise, and release claims against the makers of, and any Person obligated with respect to, any Collateral, (b) to foreclose on, and enforce security interests in, any Collateral or property secured thereby, (c) to sell Collateral and property acquired as the result of foreclosure under this agreement and the Security Documents, and (d) to do all other acts and things as Administrative Agent, in its sole discretion, may deem necessary or appropriate to protect the Rights and interests of itself and the Lenders and to realize the benefits of the Collateral.
Appears in 1 contract
Administrative Agent’s Reliance, Etc. Neither the Administrative Agents Agent nor any of their its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative AgentsAgent:
(a) may treat the Lender that made any Advance as the holder of the Debt resulting therefrom until JPMorgan Chase, as the Administrative Agent, Agent receives and accepts an Assignment and Acceptance entered into by such Lender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 9.07;
(b) may consult with legal counsel (including counsel for Altria Kraft or any Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts;
(c) make makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement;
(d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement on the part of Altria Kraft or any Borrower or to inspect the property (including the books and records) of Altria Kraft or such BorrowerBorrower or any of their respective Subsidiaries;
(e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto; and
(f) shall incur no liability under or in respect of this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier, telegram or telegram, telex, registered mail or, for the purposes of Section 2.02(a), email) believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 1 contract
Administrative Agent’s Reliance, Etc. Neither the Administrative Agents Agent nor any of their its officers, directors, officersemployees, agents or employees advisors shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative AgentsAgent:
(ai) may treat the Lender that made payee of any Advance Note as the holder of thereof until the Debt resulting therefrom until JPMorgan Chase, as Administrative Agent, Agent receives and accepts an Assignment and Acceptance entered into by the Lender that is the payee of such LenderNote, as assignor, and an Eligible Assignee, as assignee, as provided in Section 9.079.07 or 2.17, respectively;
(bii) may consult with legal counsel (including counsel for Altria or any Borrowerthe Company), independent certified public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts;
(ciii) make makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this AgreementAgreement or any Note;
(div) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any Note on the part of Altria or any Borrower or to inspect the property (including the books and records) of Altria or such any Borrower;
(ev) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any Note, or any other instrument or document furnished pursuant hereto; and
(fvi) shall incur no liability under or in respect of this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier, telegram telecopier or telextelegram) believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 1 contract
Administrative Agent’s Reliance, Etc. Neither the Administrative Agents nor any of their directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agents:
(a) may treat the Lender that made any Advance as the holder of the Debt resulting therefrom until JPMorgan ChaseXxxxxxx Xxxxx, as Administrative Agent, receives and accepts an Assignment and Acceptance entered into by such Lender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 9.078.07;
(b) may consult with legal counsel (including counsel for Altria or any BorrowerAltria), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts;
(c) make no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement;
(d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement on the part of Altria or any Borrower or to inspect the property (including the books and records) of Altria or such BorrowerAltria;
(e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto; and
(f) shall incur no liability under or in respect of this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier, telegram or telex) believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 1 contract
Administrative Agent’s Reliance, Etc. Neither the Administrative Agents Agent nor any of their its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this AgreementAgreement or any of the other Transaction Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of limiting the foregoing, the Administrative Agents:
Agent: (a) may treat the Lender that made any Advance as the holder of the Debt resulting therefrom until JPMorgan Chase, as Administrative Agent, receives and accepts an Assignment and Acceptance entered into by such Lender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 9.07;
(bi) may consult with legal counsel (including counsel for Altria the Borrower, the Servicer or any Borrowerthe Originator), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts;
; (cii) make makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement;
; (diii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Documents on the part of Altria the Borrower, the Originator or any Borrower the Servicer or to inspect the property (including the books and records) of Altria the Borrower, the Originator or such Borrower;
the Servicer; (eiv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement Agreement, any of the other Transaction Documents or any other instrument or document furnished pursuant heretohereto or thereto; and
and (fv) shall incur no liability under or in respect of this Agreement or any of the other Transaction Documents by acting upon any noticenotice (including notice by telephone), consent, certificate or other instrument or writing (which may be by telecopier, telegram or telexfacsimile) believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 1 contract
Samples: Revolving Credit Agreement (Sparta Commercial Services, Inc.)
Administrative Agent’s Reliance, Etc. Neither the Administrative Agents Agent nor any of their its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement, except for its or their respective own gross negligence or willful misconduct. Without limitation of limiting the generality of the foregoing, : (i) the Administrative Agents:
(a) Agent may treat the Lender that made payee of any Advance Note as the holder of thereof until the Debt resulting therefrom until JPMorgan Chase, as Administrative Agent, Agent receives and accepts an Assignment and Acceptance entered into by the Lender which is the payee of such LenderNote, as assignor, and an Eligible Assignee, as assignee, as provided in Section 9.07;
8.07; (bii) the Administrative Agent may consult with legal counsel (including counsel for Altria or any the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts;
; (ciii) make the Administrative Agent makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statementsstatement, warranties warranty or representations representation (whether written or oral) made in or in connection with this Agreement;
; (div) the Administrative Agent shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement on the part of Altria or any the Borrower or to inspect the property (including the books and records) of Altria or such the Borrower;
; (ev) the Administrative Agent shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto; and
and (fvi) the Administrative Agent shall not incur no any liability under or in respect of this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier, telegram telegram, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 1 contract
Samples: Credit Agreement (Exelon Corp)
Administrative Agent’s Reliance, Etc. Neither the Administrative Agents Agent, nor any of their its directors, officers, agents or employees employees, shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreementany Loan Document, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agents:
each Agent: (ai) may treat the Lender that made payee of any Advance Note as the holder of thereof until the Debt resulting therefrom until JPMorgan Chase, as Administrative Agent, Agent receives and accepts an Assignment and Acceptance entered into by the Lender Party that is the payee of such LenderNote, as assignorAssignor, and an Eligible Assignee, as assignee, as provided in Section 9.07;
8.07; (bii) may consult with legal counsel (including counsel for Altria or any the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts;
; (ciii) make makes no warranty or representation to any Lender Party and shall not be responsible to any Lender Party for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement;
any Loan Document; (div) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement any Loan Document on the part of Altria or any the Borrower or to inspect the property (including the books and records) of Altria or such the Borrower;
; (ev) shall not be responsible to any Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement any Loan Document or any other instrument or document furnished pursuant hereto; and
and (fvi) shall incur no liability under or in respect of this Agreement any Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier, telegram telegram, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 1 contract
Administrative Agent’s Reliance, Etc. Neither the Administrative Agents nor any of their directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agents:
: (ai) may treat the Lender that made any Advance as the holder of the Debt resulting therefrom until JPMorgan ChaseCitibank, as Administrative Agent, receives and accepts an Assignment and Acceptance entered into by such Lender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 9.07;
; (bii) may consult with legal counsel (including counsel for Altria PM Companies or any Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts;
; (ciii) make makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement;
; (div) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement on the part of Altria PM Companies or any Borrower or to inspect the property (including the books and records) of Altria PM Companies or such Borrower;
; (ev) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto; and
and (fvi) shall incur no liability under or in respect of this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier, telegram or telex) believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 1 contract
Samples: Revolving Credit Agreement (Philip Morris Companies Inc)
Administrative Agent’s Reliance, Etc. Neither the Administrative Agents Agent nor any of their directors, officers, agents or employees its Related Parties shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT'S OWN NEGLIGENCE) by it or them under or in connection with this AgreementAgreement or the other Loan Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agents:
Agent: (a) may treat the Lender that made payee of any Advance Note as the holder thereof until the Administrative Agent receives written notice of the Debt resulting therefrom until JPMorgan Chase, as assignment or transfer thereof signed by such payee and in form satisfactory to the Administrative Agent, receives and accepts an Assignment and Acceptance entered into by such Lender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 9.07;
; (b) may consult with legal counsel (including counsel for Altria or any the Borrower), independent public accountants accountants, and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants accountants, or experts;
; (c) make makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties warranties, or representations (whether written or oral) made in or in connection with this Agreement;
Agreement or the other Loan Documents; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any other Loan Document on the part of Altria the Borrower or any Borrower its Subsidiaries or to inspect the property Property (including the books and records) of Altria the Borrower or such Borrower;
its Subsidiaries; (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency sufficiency, or value of this Agreement or any other instrument or document furnished pursuant heretoLoan Document; and
and (f) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate certificate, or other instrument or writing (which may be by telecopier, telegram or telex) believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 1 contract
Administrative Agent’s Reliance, Etc. Neither the Administrative Agents Agent nor any of their its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreementany Loan Document, except for its or their own gross negligence or willful misconduct. The duties of the Administrative Agent shall be mechanical and administrative in nature; the Administrative Agent shall not have, by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any Bank or the holder of any Note; and nothing in this Agreement or any other Loan Document, expressed or implied, is intended or shall be so construed as to impose upon the Administrative Agent any obligations in respect of this Agreement or any other Loan Document except as expressly set forth herein. Without limitation of the generality of the foregoing, the Administrative Agents:
Agent: (ai) may treat the Lender that made payee of any Advance Note as the holder of thereof until the Debt resulting therefrom until JPMorgan Chase, as Administrative Agent, Agent receives and accepts an Assignment and Acceptance entered into by the Bank that is the payee of such LenderNote, as assignor, and an Eligible Assignee, as assignee, as provided in Section 9.07;
8.06; (bii) may consult with legal counsel (including counsel for Altria or any Borrowerthe Loan Parties), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts;
; (ciii) make makes no warranty or representation to any Lender Bank and shall not be responsible to any Lender Bank for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement;
any Loan Document or any other instrument or document furnished pursuant hereto or in connection herewith; (div) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement any Loan Document or any other instrument or document furnished pursuant hereto or in connection herewith on the part of Altria the Loan Parties or any Borrower other Person or to inspect the property (including the books and records) of Altria the Loan Parties or such Borrower;
any other Person; (ev) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement any Loan Document or any other instrument or document furnished pursuant heretohereto or in connection herewith; and
and (fvi) shall incur no liability under or in respect of this Agreement any Loan Document, except for its own gross negligence or willful misconduct, by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier, telegram cable or telex) believed by it to be genuine and signed signed, given or sent by the proper party or parties.. -51-
Appears in 1 contract
Samples: Credit Agreement (Ensco PLC)
Administrative Agent’s Reliance, Etc. Neither the Administrative Agents Agent nor any of their directors, officers, agents or employees its Related Parties shall be liable for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this AgreementAgreement or any of the other Transaction Documents, except for its or their own gross negligence negligence, bad faith, fraud or willful misconductmisconduct as determined by a court of competent jurisdiction by final non-appealable judgment. Without limitation of the generality of limiting the foregoing, the Administrative Agents:
Agent: (a) may treat the Lender that made any Advance as the holder of the Debt resulting therefrom until JPMorgan Chase, as Administrative Agent, receives and accepts an Assignment and Acceptance entered into by such Lender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 9.07;
(bi) may consult with legal counsel (including counsel for Altria or any the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts;
; (cii) make makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made by any other Person in or in connection with this Agreement;
; (diii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Documents on the part of Altria or any the Borrower or to inspect the property (including the books and records) of Altria or such the Borrower;
; (eiv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement Agreement, any of the other Transaction Documents or any other instrument or document furnished pursuant heretohereto or thereto; and
(fv) may rely upon and shall incur no liability under or in respect of this Agreement or any of the other Transaction Documents by acting upon any noticenotice (including notice by telephone), consent, certificate or other instrument or writing (which may be by telecopier, telegram or telexfacsimile) believed by it to be genuine and signed or sent by the proper party or parties, or upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person. In determining compliance with any condition hereunder to the making of an Advance, that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior to the making of such Advance.
Appears in 1 contract
Samples: Loan and Security Agreement (Crescent Capital BDC, Inc.)
Administrative Agent’s Reliance, Etc. Neither the Administrative Agents Agent nor any of their its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreementthe Loan Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agents:
Agent: (a) may treat in the Lender that made any Advance as the holder case of the Debt resulting therefrom until JPMorgan Chase, as Administrative Agent, may treat each Lender and its applicable interest in each Advance described in the Register as conclusive until the Administrative Agent receives and accepts an Assignment and Acceptance Assumption Agreement entered into by such an Assuming Lender as provided in Section 2.16 or Section 2.18, a Transfer Certificate entered into by the Lender, as assignor, and an Eligible Assignee, as assignee, or, in the case of any other Agent, such Agent has received notice from the Administrative Agent that it has received and accepted such Assumption Agreement or Transfer Certificate, as the case may be, in each case as provided in Section 9.07;
; (b) may consult with legal counsel (including counsel for Altria or any BorrowerLoan Party), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts;
; (c) make makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement;
the Loan Documents; (d) shall not have any duty to ascertain or to inquire as to the performance performance, observance or observance satisfaction of any of the terms, covenants or conditions of this Agreement any Loan Document on the part of Altria any Loan Party or the existence at any Borrower time of any Default under the Loan Documents or to inspect the property (including the books and records) of Altria or such Borrower;
any Loan Party; (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of this Agreement any lien or security interest created or purported to be created under or in connection with, any Loan Document or any other instrument or document furnished pursuant heretothereto; and
(f) shall incur no liability under or in respect of this Agreement any Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopiertelegram, telegram telecopy or telextelex or other electronic communication) believed by it to be genuine and signed or sent by the proper party or parties; (g) shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law, including for the avoidance of doubt, any action that may be in violation of the automatic stay under any Bankruptcy Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Bankruptcy Law; and (h) may act in relation to the Loan Documents through its officers, agents and employees. The Administrative Agent shall not be responsible for the acts or omissions of its delegates or agents or for supervising them; provided, however, that nothing in this sentence shall absolve the Administrative Agent for any liability found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from the Administrative Agent’s gross negligence or willful misconduct.
Appears in 1 contract
Samples: Revolving Credit Agreement (Digital Realty Trust, L.P.)
Administrative Agent’s Reliance, Etc. Neither the Administrative Agents nor any of their directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agents:
(a) may treat the Lender that made any Advance as the holder of the Debt resulting therefrom until JPMorgan Chase, as Administrative Agent, receives and accepts an Assignment and Acceptance entered into by such Lender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 9.07;
(b) may consult with legal counsel (including counsel for Altria PM Companies or any Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts;
(c) make no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement;
(d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement on the part of Altria PM Companies or any Borrower or to inspect the property (including the books and records) of Altria PM Companies or such Borrower;
(e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto; and
(f) shall incur no liability under or in respect of this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier, telegram or telex) believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 1 contract
Administrative Agent’s Reliance, Etc. Neither the Administrative Agents nor Agent may, without incurring any liability hereunder, (a) consult with any of their directorsits Related Persons and, officerswhether or not selected by it, agents any other advisors, accountants and other experts (including advisors to, and accountants and experts engaged by, any Loan Party) and (b) rely and act upon any document and information (including those transmitted by electronic transmission) and any telephone message or employees conversation, in each case believed by it to be genuine and transmitted, signed or otherwise authenticated by the appropriate parties. None of Administrative Agent and its Related Persons shall be liable for any action taken or omitted to be taken by it or any of them under or in connection with this Agreementany Loan Document, and each Lender and each Loan Party hereby waives and shall not assert (and each Loan Party shall cause its Subsidiaries to waive and agree not to assert) any right, claim or cause of action based thereon, except for its or their own to the extent of liabilities resulting from the gross negligence or willful misconductmisconduct of Administrative Agent or, as the case may be, such Related Person (each as determined in a final, non-appealable judgment of a court of competent jurisdiction) in connection with the duties of Administrative Agent expressly set forth herein. Without limitation of the generality of limiting the foregoing, the Administrative Agents:
(a) may treat the Lender that made any Advance as the holder of the Debt resulting therefrom until JPMorgan Chase, as Administrative Agent, receives and accepts an Assignment and Acceptance entered into by such Lender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 9.07;
: (bi) may consult with legal counsel (including counsel for Altria or any Borrower), independent public accountants and other experts selected by it and shall not be liable responsible or otherwise incur liability for any action taken or omitted to be omission taken in good faith by it reliance upon the instructions of the Required Lenders or for the actions or omissions of any of its Related Persons, except to the extent that a court of competent jurisdiction determines in accordance a final non-appealable judgment that Administrative Agent acted with gross negligence or willful misconduct in the advice selection of such counsel, accountants or experts;
Related Person; (cii) make no warranty or representation to any Lender and shall not be responsible to any Lender or other Person for the due execution, legality, validity, enforceability, effectiveness, genuineness, sufficiency or value of, or the attachment, perfection or priority of any statements, warranties Lien created or representations (whether written or oral) made in purported to be created under or in connection with, any Loan Document; (iii) makes no warranty or representation, and shall not be responsible, to any Lender or other Person for any statement, document, information, representation or warranty made or furnished by or on behalf of Borrower or any Related Person of Borrower in connection with this Agreement;
any Loan Document or any transaction contemplated therein or any other document or information with respect to any Loan Party, whether or not transmitted or (dexcept for documents expressly required under any Loan Document to be transmitted to the Lenders) omitted to be transmitted by Administrative Agent, including as to completeness, accuracy, scope or adequacy thereof, or for the scope, nature or results of any due diligence performed by Administrative Agent in connection with the Loan Documents; and (iv) shall not have any duty to ascertain or to inquire as to the performance or observance of any provision of any Loan Document, whether any condition set forth in any Loan Document is satisfied or waived, as to the termsfinancial condition of any Loan Party or as to the existence or continuation or possible occurrence or continuation of any Event of Default, covenants or conditions of this Agreement on the part of Altria or any Borrower or to inspect the property (including the books and records) of Altria or such Borrower;
(e) shall not be responsible deemed to have notice or Knowledge of such occurrence or continuation unless it has received a notice from Borrower or any Lender describing such Event of Default that is clearly labeled “notice of default” (in which case Administrative Agent shall promptly give notice of such receipt to all Lenders, provided that Administrative Agent shall not be liable to any Lender for any failure to do so, except to the due executionextent that such failure is attributable to Administrative Agent’s gross negligence or willful misconduct as determined by a final, legality, validity, enforceability, genuineness, sufficiency or value non-appealable judgment of this Agreement or any other instrument or document furnished pursuant heretoa court of competent jurisdiction); and
, for each of the items set forth in clauses (fi) through (iv) above, each Lender and Borrower hereby waives and agrees not to assert (and Borrower shall incur no liability under cause its Subsidiaries to waive and agree not to assert) any right, claim or in respect cause of this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier, telegram or telex) believed by action it to be genuine and signed or sent by the proper party or partiesmight have against Administrative Agent based thereon.
Appears in 1 contract
Administrative Agent’s Reliance, Etc. Neither the The Administrative Agents nor any of their Agent and its directors, officers, agents or employees shall not be liable for any action taken or omitted to be taken by it or them in good faith under or in connection with this Agreementthe Transaction Documents (including, without limitation, the servicing, administering or collecting Pool Receivables as Master Servicer pursuant to SECTION 8.1), except for its or their own breach of the terms of the applicable terms of the Transaction Documents or its or their own gross negligence or willful misconduct. Without limitation of limiting the generality of the foregoing, the Administrative Agents:
Agent: (a) may treat the Lender that made any Advance as the holder of the Debt resulting therefrom until JPMorgan Chase, as Administrative Agent, receives and accepts an Assignment and Acceptance entered into by such Lender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 9.07;
(b) may consult with legal counsel (including counsel for Altria or any Borrowerthe Seller), independent certified public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts;
; (cb) make makes no warranty or representation to the Purchaser or any Lender other holder of any interest in Pool Receivables and shall not be responsible to the Purchaser or any Lender such other holder for any statements, warranties or representations (whether written or oral) made by any Seller Party in or in connection with this Agreement;
any Transaction Document; (dc) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement any Transaction Document on the part of Altria or any Borrower Seller Party or to inspect the property (including the books and records) of Altria or such Borrower;
any Seller Party; (ed) shall not be responsible to the Purchaser or any Lender other holder of any interest in Pool Receivables for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant heretoTransaction Document; and
and (fe) shall incur no liability under or in respect of this Agreement by acting upon any noticenotice (including notice by telephone where permitted herein), consent, certificate or other instrument or writing (which may be by telecopier, telegram facsimile or telex) in good faith believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Lennox International Inc)
Administrative Agent’s Reliance, Etc. Neither the Administrative Agents Agent nor any of their its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreementany Loan Document, except for its or their own gross negligence or willful misconduct. The duties of the Administrative Agent shall be mechanical and administrative in nature; the Administrative Agent shall not have, by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any Bank or the holder of any Note; and nothing in this Agreement or any other Loan Document, expressed or implied, is intended or shall be so construed as to impose upon the Administrative Agent any obligations in respect of this Agreement or any other Loan Document except as expressly set forth herein. Without limitation of the generality of the foregoing, the Administrative Agents:
Agent: (ai) may treat the Lender that made payee of any Advance Note as the holder of thereof until the Debt resulting therefrom until JPMorgan Chase, as Administrative Agent, Agent receives and accepts an Assignment and Acceptance entered into by the Bank that is the payee of such LenderNote, as assignor, and an Eligible Assignee, as assignee, as provided in Section 9.07;
8.06; (bii) may consult with legal counsel (including counsel for Altria or any the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts;
; (ciii) make makes no warranty or representation to any Lender Bank and shall not be responsible to any Lender Bank for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement;
any Loan Document or any other instrument or document furnished pursuant hereto or in connection herewith; (div) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement any Loan Document or any other instrument or document furnished pursuant hereto or in connection herewith on the part of Altria the Borrower or any Borrower other Person or to inspect the property (including the books and records) of Altria the Borrower or such Borrower;
any other Person; (ev) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement any Loan Document or any other instrument or document furnished pursuant heretohereto or in connection herewith; and
and (fvi) shall incur no liability under or in respect of this Agreement any Loan Document, except for its own gross negligence or willful misconduct, by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier, telegram cable or telex) believed by it to be genuine and signed signed, given or sent by the proper party or parties.
Appears in 1 contract
Administrative Agent’s Reliance, Etc. Neither the Administrative Agents Agent nor any of their its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreementthe Bridge Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agents:
Agent: (a) may treat the Lender that made payee of any Advance Note as the holder of thereof until the Debt resulting therefrom until JPMorgan Chase, as Administrative Agent, Agent receives and accepts an Assignment and Acceptance entered into by the Lender that is the payee of such LenderNote, as assignor, and an Eligible Assignee, as assignee, as provided in Section 9.07;
8.07; (b) may consult with legal counsel (including counsel for Altria or any the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts;
; (c) make makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement;
the Bridge Documents; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement any Bridge Document on the part of Altria or any the Borrower or to inspect the property (including the books and records) of Altria or such the Borrower;
; (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement any Bridge Document or any other instrument or document furnished pursuant heretothereto; and
and (f) shall incur no liability under or in respect of this Agreement any Bridge Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopiertelegram, telegram telecopy or telex) believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 1 contract
Administrative Agent’s Reliance, Etc. Neither the Administrative Agents nor any of their directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agents:
: (a) may a)may treat the Lender that made any Advance as the holder of the Debt resulting therefrom until JPMorgan ChaseJPMCB, as Administrative Agent, receives and accepts an Assignment and Acceptance entered into by such Lender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 9.07;
; (b) may b)may consult with legal counsel (including counsel for Altria or any Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts;
; (c) make c)make no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement;
; (d) shall d)shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement on the part of Altria or any Borrower or to inspect the property (including the books and records) of Altria or such Borrower;
; (e) shall e)shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto; and
and (f) shall f)shall incur no liability under or in respect of this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier, telegram or telex) believed by it to be genuine and signed or sent by the proper party or parties. Section 7.03.
Appears in 1 contract
Samples: Credit Agreement
Administrative Agent’s Reliance, Etc. Neither the Administrative Agents Agent nor any of their its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreementthe Loan Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agents:
Agent: (ai) may treat the Lender that made payee of any Advance Note as the holder of thereof until the Debt resulting therefrom until JPMorgan Chase, as Administrative Agent, Agent receives and accepts an Assignment and Acceptance entered into by the Lender that is the payee of such LenderNote, as assignor, and an Eligible Assignee, as assignee, as provided in Section 9.07;
8.07; (bii) may consult with legal counsel (including counsel for Altria or any Borrowereither Loan Party), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts;
; (ciii) make makes no warranty or representation to any Lender or the Issuing Bank and shall not be responsible to any Lender or the Issuing Bank for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement;
any Loan Document; (div) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement any Loan Document on the part of Altria or any Borrower either Loan Party or to inspect the property (including the books and records) of Altria or such Borrower;
either Loan Party; (ev) shall not be responsible to any Lender or the Issuing Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement any Loan Document or any other instrument or document furnished pursuant hereto; and
and (fvi) shall incur no liability under or in respect of this Agreement any Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier, telegram or telex) believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 1 contract
Samples: Credit Agreement (Maxtor Corp)
Administrative Agent’s Reliance, Etc. Neither the Administrative Agents nor any of their directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agents:
(a) may treat the Lender that made any Advance as the holder of the Debt resulting therefrom until JPMorgan Chase, as Administrative Agent, receives and accepts an Assignment and Acceptance entered into by such Lender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 9.07;
(b) may consult with legal counsel (including counsel for Altria Kraft or any Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts;
(c) make no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement;
(d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement on the part of Altria Kraft or any Borrower or to inspect the property (including the books and records) of Altria Kraft or such Borrower;
(e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto; and
(f) shall incur no liability under or in respect of this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier, telegram or telex) believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 1 contract
Samples: 364 Day Revolving Credit Agreement (Kraft Foods Inc)
Administrative Agent’s Reliance, Etc. Neither the Administrative Agents Agent nor any of their its respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken (INCLUDING SUCH ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them under or in connection with this AgreementAgreement or the other Credit Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the each Administrative Agents:
Agent: (a) may treat the Lender that made payee of any Advance Note as the holder thereof until such Administrative Agent receives written notice of the Debt resulting therefrom until JPMorgan Chase, as assignment or transfer thereof signed by such payee and in form satisfactory to such Administrative Agent, receives and accepts an Assignment and Acceptance entered into by such Lender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 9.07;
; (b) may consult with legal counsel (including counsel for Altria or any the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts;
; (c) make makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement;
Agreement or the other Credit Documents; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any other Credit Document on the part of Altria the Borrower or any Borrower its Subsidiaries or to inspect the property (including the books and records) of Altria the Borrower or such Borrower;
its Subsidiaries; (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant heretoCredit Document; and
and (f) shall incur no liability under or in respect of this Agreement or any other Credit Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier, telegram telegram, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 1 contract
Administrative Agent’s Reliance, Etc. Neither the The Administrative Agents nor any of their Agent and its directors, officers, agents or employees shall not be liable for any action taken or omitted to be taken by it or them in good faith under or in connection with this Agreementthe Transaction Documents (including, without limitation, the servicing, administering or collecting Pool Receivables as Servicer pursuant to Section 8.1), except for its or their own breach of the terms of the applicable terms of the Transaction Documents or its or their own gross negligence or willful misconduct. Without limitation of limiting the generality of the foregoing, the Administrative Agents:
Agent: (a) may treat the Lender that made any Advance as the holder of the Debt resulting therefrom until JPMorgan Chase, as Administrative Agent, receives and accepts an Assignment and Acceptance entered into by such Lender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 9.07;
(b) may consult with legal counsel (including counsel for Altria or any Borrowerthe Seller), independent certified public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts;
; (cb) make makes no warranty or representation to the Purchasers, any Lender Purchaser Agent or any other holder of any interest in Pool Receivables and shall not be responsible to the Purchasers, any Lender Purchaser Agent or any such other holder for any statements, warranties or representations (whether written or oral) made by any Seller Party in or in connection with this Agreement;
any Transaction Document; (dc) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement any Transaction Document on the part of Altria or any Borrower Seller Party or to inspect the property (including the books and records) of Altria or such Borrower;
any Seller Party; (ed) shall not be responsible to Purchaser or any Lender other holder of any interest in Pool Receivables for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant heretoTransaction Document; and
and (fe) shall incur no liability under or in respect of this Agreement by acting upon any noticenotice (including notice by telephone where permitted herein), consent, certificate or other instrument or writing (which may be by telecopier, telegram facsimile or telex) in good faith believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Georgia Gulf Corp /De/)
Administrative Agent’s Reliance, Etc. Neither the Administrative Agents Agent nor any of their its respective directors, officers, agents or employees shall be liable to any Indemnified Party for any action taken or omitted to be taken by it the Administrative Agent or them any of its respective directors, officers, agents or employees as Administrative Agent under or in connection with this Note Purchase Agreement, any other Basic Document or any related agreement or document, except for its or their own gross negligence or willful misconductmisconduct as determined by a court of competent jurisdiction in a final and non-appealable decision. Without limitation of the generality of limiting the foregoing, the Administrative Agents:
Agent: (a) may treat the Lender that made any Advance as the holder of the Debt resulting therefrom until JPMorgan Chase, as Administrative Agent, receives and accepts an Assignment and Acceptance entered into by such Lender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 9.07;
(bi) may consult with legal counsel (including counsel for Altria or any Borrower)counsel, independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts;
; (cii) make makes no warranty or representation to any Lender Purchaser, and shall not be responsible to any Lender Noteholder, for any statements, warranties or representations (whether written made by the Originator, the Issuer or oral) made in or the Depositor in connection with this Agreement;
Note Purchase Agreement or any other Basic Document; (diii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Note Purchase Agreement or any other Basic Document on the part of Altria the Originator, the Issuer or any Borrower to the Depositor or to inspect the property (including the books and records) of Altria the Originator, the Issuer or such Borrower;
the Depositor; (eiv) shall not be responsible to any Lender Purchaser for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement Note Purchase Agreement, any other Basic Document or any other instrument or document furnished pursuant hereto; and
and (fv) shall incur no liability under or in respect of this Note Purchase Agreement or any other Basic Document by acting upon any noticenotice (including notice by telephone), consent, certificate or other instrument or writing (which may be by telecopier, telegram or telex) believed by it in good faith to be genuine and signed or sent by the proper party or parties.
Appears in 1 contract
Samples: Note Purchase Agreement (Hercules Technology Growth Capital Inc)
Administrative Agent’s Reliance, Etc. Neither the Administrative Agents Agent nor any of their its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this AgreementAgreement (including, except for without limitation, the Administrative Agent’s servicing, administering or collecting Pool Receivables in the event it replaces the Master Servicer in such capacity pursuant to Section 9.01), in the absence of its or their own gross negligence or willful misconduct. Without limitation of limiting the generality of the foregoing, the Administrative Agents:
Agent: (a) may treat the Lender that made any Advance as the holder of the Debt resulting therefrom until JPMorgan Chase, as Administrative Agent, receives and accepts an Assignment and Acceptance entered into by such Lender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 9.07;
(b) may consult with legal counsel (including counsel for Altria any Purchaser Party or any Borrowerthe Master Servicer), independent certified public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts;
; (cb) make makes no warranty or representation to any Lender Purchaser Party (whether written or oral) and shall not be responsible to any Lender Purchaser Party for any statements, warranties or representations (whether written or oral) made by any other party in or in connection with this Agreement;
; (dc) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement on the part of Altria or any Borrower Purchaser Party or to inspect the property (including the books 744072627 21691544 94 and records) of Altria or such Borrower;
any Purchaser Party; (ed) shall not be responsible to any Lender Purchaser Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto; and
and (fe) shall incur no liability under or be entitled to rely, and shall be fully protected in respect of this Agreement by acting so relying, upon any noticenotice (including notice by telephone), consent, certificate or other instrument or writing (which may be by telecopier, telegram or telexfacsimile) believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 1 contract
Administrative Agent’s Reliance, Etc. Neither the Administrative Agents Agent nor any of their the Administrative Agent's directors, officers, agents or employees shall be liable for any action taken or omitted to be taken (including the Administrative Agent's own negligence) by it or them under or in connection with this AgreementAgreement or the other Credit Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agents:
Agent: (a) may treat the Lender that made payee of any Advance Note as the holder thereof until the Administrative Agent receives written notice of the Debt resulting therefrom until JPMorgan Chase, as assignment or transfer thereof signed by such payee and in form satisfactory to the Administrative Agent, receives and accepts an Assignment and Acceptance entered into by such Lender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 9.07;
; (b) may consult with legal counsel (including counsel for Altria or any the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts;
; (c) make makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement;
Agreement or the other Credit Documents; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any other Credit Document on the part of Altria the Borrower or any Borrower its Subsidiaries or to inspect the property (including the books and records) of Altria the Borrower or such Borrower;
its Subsidiaries; (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant heretoCredit Document; and
and (f) shall incur no liability under or in respect of this Agreement or any other Credit Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopiertelecopy, telegram telegram, cable or telex) reasonably believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 1 contract
Administrative Agent’s Reliance, Etc. Neither the Administrative Agents Agent nor any of their its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreementany Loan Document, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agents:
Agent: (ai) may treat each Lender party hereto as a “Lender” hereunder and for all purposes hereof until the Lender that made any Advance as the holder of the Debt resulting therefrom until JPMorgan Chase, as Administrative Agent, Agent receives and accepts an a Lender Assignment and Acceptance entered into by such Lender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 9.07;
10.07; (bii) may consult with legal counsel (including counsel for Altria or any the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts;
; (c) make no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement;
(diii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement any Loan Document on the part of Altria the Borrower to be performed or any Borrower observed, or to inspect the any property (including the books and records) of Altria or such the Borrower;
; (eiv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement any Loan Document or any other instrument or document furnished pursuant hereto; and
and (fv) shall incur no liability under or in respect of this Agreement any Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier, telegram or telexfacsimile) believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 1 contract
Administrative Agent’s Reliance, Etc. Neither the ------------------------------------- Administrative Agents Agent nor any of their its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agents:
Agent: (ai) may treat the Lender that made payee of any Advance Note as the holder of thereof until the Debt resulting therefrom until JPMorgan Chase, as Administrative Agent, Agent receives and accepts an Assignment and Acceptance entered into by the Lender which is the payee of such LenderNote, as assignor, and an Credit Agreement ---------------- - 52 - Eligible Assignee, as assignee, as provided in Section 9.07;
; (bii) may consult with legal counsel (including counsel for Altria or the any BorrowerObligor), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts;
; (ciii) make makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement;
; (div) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement on the part of Altria or any the Borrower or to inspect the property (including the books and records) of Altria the Borrower or such Borrower;
any of its Subsidiaries; (ev) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto; and
and (fvi) shall incur no liability under or in respect of this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier, telegram telegram, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 1 contract
Administrative Agent’s Reliance, Etc. Neither the Administrative Agents Agent nor any of their its directors, officers, agents agents, or employees shall be liable for any action taken or omitted to be taken (INCLUDING ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them under or in connection with this AgreementAgreement or the other Loan Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agents:
Agent: (a) may treat the Lender that made payee of any Advance Note as the holder thereof until Administrative Agent receives written notice of the Debt resulting therefrom until JPMorgan Chase, as assignment or transfer thereof signed by such payee and in form and substance satisfactory to Administrative Agent, receives and accepts an Assignment and Acceptance entered into by such Lender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 9.07;
; (b) may consult with legal counsel (including counsel for Altria or any Borrower), independent public accountants accountants, and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants accountants, or experts;
; (c) make makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties warranties, or representations (whether written or oral) made in or in connection with this Agreement;
Agreement or the other Loan Documents; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any other Loan Document on the part of Altria Borrower or any Borrower its Subsidiaries or to inspect the property Property (including the books and records) of Altria Borrower or such Borrower;
its Subsidiaries; (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency sufficiency, or value of this Agreement or any other instrument or document furnished pursuant heretoLoan Document; and
and (f) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate certificate, or other instrument or writing (which may be by telecopier, telegram or telexfacsimile) believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 1 contract
Samples: Credit Agreement (Trans Energy Inc)
Administrative Agent’s Reliance, Etc. Neither the Administrative Agents Agent nor any of their its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this AgreementAgreement (including, except for without limitation, the Administrative Agent’s servicing, administering or collecting Pool Receivables in the event it replaces the Master Servicer in such capacity pursuant to Section 9.01), in the absence of its or their own gross negligence or willful misconduct. Without limitation of limiting the generality of the foregoing, the Administrative Agents:
Agent: (a) may treat the Lender that made any Advance as the holder of the Debt resulting therefrom until JPMorgan Chase, as Administrative Agent, receives and accepts an Assignment and Acceptance entered into by such Lender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 9.07;
(b) may consult with legal counsel (including counsel for Altria any Purchaser Party or any Borrowerthe Master Servicer), independent certified public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts;
; (cb) make makes no warranty or representation to any Lender Purchaser Party (whether written or oral) and shall not be responsible to any Lender Purchaser Party for any statements, warranties or representations (whether written or oral) made by any other party in or in connection with this Agreement;
; (dc) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement on the part of Altria or any Borrower Purchaser Party or to inspect the property (including the books and records) of Altria or such Borrower;
any Purchaser Party; (ed) shall not be responsible to any Lender Purchaser Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto; and
and (fe) shall incur no liability under or be entitled to rely, and shall be fully protected in respect of this Agreement by acting so relying, upon any noticenotice (including notice by telephone), consent, certificate or other instrument or writing (which may be by telecopier, telegram or telexfacsimile) believed by it to be genuine and signed or sent by the proper party or parties.. 758444419 21691544 86
Appears in 1 contract
Administrative Agent’s Reliance, Etc. Neither the Administrative Agents Agent nor any of their its directors, officers, administrative agents or employees shall be liable to any Lender or the Borrower for any action taken or omitted to be taken by it or them under or in connection with this Agreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agents:
Agent (ai) may treat the Lender that made payee of any Advance Note as the holder of thereof until the Debt resulting therefrom until JPMorgan Chase, as Administrative Agent, Agent receives and accepts an Assignment and Acceptance entered into by the Lender which is the payee of such LenderNote, as assignor, and an Eligible Assignee, as assignee, as provided in Section 9.07;
8.07 and (bii) may consult with legal counsel (including counsel for Altria or any the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts;
(c) . The Agents make no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement;
; (div) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement on the part of Altria or any the Borrower or to inspect the property (including the books and records) of Altria or such the Borrower;
; (ev) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement Agreement, the Notes or any other instrument or document furnished pursuant heretohereto or thereto; and
and (fvi) shall incur no liability under or in respect of this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier, telegram telegram, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties. The Lenders and the Borrower acknowledge that no Agent other than the Administrative Agent has any duties or responsibilities hereunder.
Appears in 1 contract
Samples: Credit Agreement (Louisville Gas & Electric Co /Ky/)
Administrative Agent’s Reliance, Etc. Neither the Administrative Agents Agent nor any of their its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this AgreementNote Purchase Agreement or any related agreement or document, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of limiting the foregoing, the Administrative Agents:
Agent: (a) may treat the Lender that made any Advance as the holder of the Debt resulting therefrom until JPMorgan Chase, as Administrative Agent, receives and accepts an Assignment and Acceptance entered into by such Lender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 9.07;
(bi) may consult with legal counsel (including counsel for Altria or any Borrower)counsel, independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts;
; (cii) make makes no warranty or representation to any Lender DFC Owner and shall not be responsible to any Lender DFC Owner for any statements, warranties or representations (whether written made by the Seller, AFL or oral) made in or the Indenture Trustee in connection with this Note Purchase Agreement;
; (diii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Note Purchase Agreement on the part of Altria the Seller, AFL or any Borrower the Indenture Trustee or to inspect the property (including the books and records) of Altria the Seller, AFL or such Borrower;
the Indenture Trustee; (eiv) shall not be responsible to any Lender DFC Owner for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Note Purchase Agreement or any other instrument or document furnished pursuant hereto; and
and (fv) shall incur no liability under or in respect of this Note Purchase Agreement by acting upon any noticenotice (including notice by telephone), consent, certificate or other instrument or writing (which may be by telecopier, telegram or telex) believed by it in good faith to be genuine and signed or sent by the proper party or parties.
Appears in 1 contract
Administrative Agent’s Reliance, Etc. Neither the Administrative Agents Agent nor any of their its directors, officers, agents or employees shall be liable to the Lenders for any action taken or omitted to be taken by it or them under or in connection with this Agreement, except for its or their own gross negligence or willful misconduct. Without Table of Contents limitation of the generality of the foregoing, the Administrative Agents:
Agent: (a) may treat the Lender that made any Advance as the holder of the Debt resulting therefrom until JPMorgan Chase, as Administrative Agent, receives and accepts an Assignment and Acceptance entered into by such Lender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 9.07;
(bi) may consult with legal counsel (including counsel for Altria or any the Borrower), independent public accountants and other experts selected by it and shall not be liable to the Lenders for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts;
; (cii) make makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement;
; (diii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement on the part of Altria or any the Borrower or to inspect the property (including the books and records) of Altria the Borrower or such Borrower;
any of its Subsidiaries; (eiv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto; and
and (fv) shall incur no liability to the Lenders under or in respect of this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier, telegram telegram, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 1 contract
