Common use of Agent’s Reliance Clause in Contracts

Agent’s Reliance. Neither Agent nor any of their respective affiliates, 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 the Financing Documents, except for its or their own gross negligence or willful misconduct as conclusively determined by a final non-appealable order of a court of competent jurisdiction. Without limitation of the generality of the foregoing, the Agents: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives and accepts an Assignment and Assumption Agreement entered into by the payee of such Note, as assignor, and an Eligible Assignee; (b) may consult with legal counsel (including counsel for 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 the Lenders 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 inspect the property (including the books and records) of the Borrower; (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 any Lien created or purported to be created under or in connection with, this Agreement or any other instrument or document furnished pursuant thereto; (f) shall be entitled to rely conclusively upon and shall incur no liability under or in respect of this Agreement by relying or acting upon any notice, consent, request, certificate, statement, document or other instrument or writing (which may be by facsimile, electronic mail or telex) believed by it to be genuine and signed or sent by the proper party or parties; and (g) shall be entitled to rely conclusively upon and shall not incur any liability under or in respect of this Agreement by relying or acting upon any statement made to it orally or by telephone and believed by it to be made by the proper party or parties.

Agent’s Reliance. Neither Agent nor any of their respective affiliates, 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 the Financing Documents, except for its or their own gross negligence or willful misconduct as conclusively determined by a final non-appealable order of a court of competent jurisdictionmisconduct. Without limitation of the generality of the foregoing, the Agents: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives and accepts an Assignment and Assumption Agreement entered into by the payee of such Note, as assignor, and an Eligible Assigneeassignee; (b) may consult with legal counsel (including counsel for 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 the Lenders 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 the Borrower or to inspect the property (including the books and records) of the Borrower; (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 any Lien created or purported to be created under or in connection with, this Agreement or any other instrument or document furnished pursuant thereto; and (f) shall be entitled to rely conclusively upon and shall incur no liability under or in respect of this Agreement by relying or acting upon any notice, consent, request, certificate, statement, document certificate or other instrument or writing (which may be by facsimile, electronic mail or telex) believed by it to be genuine and signed or sent by the proper party or parties; and (g) shall be entitled to rely conclusively upon and shall not incur any liability under or in respect of this Agreement by relying or acting upon any statement made to it orally or by telephone and believed by it to be made by the proper party or parties.

Agent’s Reliance. Neither Agent nor any of their respective affiliates, 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 the Financing Documents, except for its or their own gross negligence or willful misconduct as conclusively determined by a final non-appealable order of a court of competent jurisdictionmisconduct. Without limitation of the generality of the foregoing, the Agents: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives and accepts an Assignment and Assumption Agreement entered into by the payee of such Note, as assignor, and an Eligible Assignee; (b) may consult with legal counsel (including counsel for 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 the Lenders 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 the Borrower or to inspect the property (including the books and records) of the Borrower; (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 any Lien created or purported to be created under or in connection with, this Agreement or any other instrument or document furnished pursuant thereto; and (f) shall be entitled to rely conclusively upon and shall incur no liability under or in respect of this Agreement by relying or acting upon any notice, consent, request, certificate, statement, document certificate or other instrument or writing (which may be by facsimile, electronic mail or telex) believed by it to be genuine and signed or sent by the proper party or parties; and (g) shall be entitled to rely conclusively upon and shall not incur any liability under or in respect of this Agreement by relying or acting upon any statement made to it orally or by telephone and believed by it to be made by the proper party or parties.

Agent’s Reliance. Neither any Agent nor any of their respective affiliates, 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 the Financing Loan Documents, except for its or their own gross negligence or willful misconduct as conclusively determined by a final non-appealable order of a court of competent jurisdictionmisconduct. Without limitation of the generality of the foregoing, the Agentseach Agent: (a) may treat the payee of any Note as the holder thereof until until, in the case of the Administrative Agent, the Administrative Agent receives and accepts an Assignment and Assumption Agreement Acceptance entered into by the Lender that is the payee of such Note, 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 Assignment and Acceptance, in each case as provided in Section 9.07; (b) may consult with legal counsel (including counsel for 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 the Lenders 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 Agreementthe Loan Documents; (d) shall not have any duty to ascertain or to inquire as to the performance TODCO - Omnibus Credit Agreement 75 or observance of any of the terms, covenants or conditions of any Loan Document on the part of the Borrower or to inspect the property (including the books and records) of the 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 any Lien lien or security interest created or purported to be created under or in connection with, this Agreement any Loan Document or any other instrument or document furnished pursuant thereto; and (f) shall be entitled to rely conclusively upon and shall incur no liability under or in respect of this Agreement any Loan Document by relying or acting upon any notice, consent, request, certificate, statement, document certificate or other instrument or writing (which may be by facsimiletelegram, electronic mail telecopy or telex) believed by it to be genuine and signed or sent by the proper party or parties; and (g) shall be entitled to rely conclusively upon and shall not incur any liability under or in respect of this Agreement by relying or acting upon any statement made to it orally or by telephone and believed by it to be made by the proper party or parties.

Agent’s Reliance. Neither any Agent nor any of their respective affiliates, 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 the Financing Credit Documents, except for its or their own gross negligence or willful misconduct as conclusively determined by a final non-appealable order of a court of competent jurisdictionmisconduct. Without limitation of the generality of the foregoing, the Agentseach Agent: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives and accepts an Assignment and Assumption Agreement entered into by the payee of such Note, as assignor, and an Eligible Assignee; (b) may consult with legal counsel (including counsel for the Borrowerany 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; , (cb) make makes no warranty or representation to the Lenders 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 Credit Documents, (dc) shall not have any duty to ascertain or to inquire as to the performance, observance or satisfaction of any of the terms, covenants or conditions of any Credit Document on the part of any Loan Party or the existence at any time of any Default under the Credit Documents or to inspect the property (including the books and records) of the Borrower; any Loan Party, (ed) 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 any Lien lien or security interest created or purported to be created under or in connection with, this Agreement any Credit Document or any other instrument or document furnished pursuant thereto; , (fe) shall be entitled to rely conclusively upon and shall incur no liability under or in respect of this Agreement any Credit Document by relying or acting upon any notice, consent, request, certificate, statement, document certificate or other instrument or writing (which may be by facsimiletelegram, telecopy or electronic mail or telexcommunication) believed by it to be genuine and signed or sent by the proper party or parties; parties and (gf) shall be entitled have no obligation to rely conclusively upon and shall not incur independently confirm or verify whether any liability under or condition precedent in respect of this Agreement by relying or acting upon any statement made to it orally or by telephone and believed by it to be made by the proper party or partiesArticle 5 has been satisfied.