Collateral Agent’s Reliance, Etc Sample Clauses
The 'Collateral Agent’s Reliance, Etc' clause defines the authority of the collateral agent to rely on information, documents, and instructions received from other parties involved in the agreement. In practice, this means the agent is not required to independently verify the accuracy or authenticity of such materials and can act in good faith based on what is provided by lenders, borrowers, or other relevant parties. This clause is essential for streamlining the agent’s duties, reducing their liability, and ensuring efficient administration of the collateral without undue delays or burdensome verification requirements.
Collateral Agent’s Reliance, Etc. Collateral Agent may, without incurring any liability hereunder, (a) consult with any of its Related Persons and, whether or not selected by it, any other advisors, accountants and other experts (including advisors to, and accountants and experts engaged by, Borrower) and (b) rely and act upon any document and information (including those transmitted by electronic transmission) and any telephone message or conversation, in each case believed by it to be genuine and transmitted, signed or otherwise authenticated by the appropriate parties. None of Collateral Agent and its Related Persons shall be liable for any action taken or omitted to be taken by any of them under or in connection with any Loan Document, and each Lender and Borrower hereby waives and shall not assert (and Borrower shall cause its Subsidiaries to waive and agree not to assert) any right, claim or cause of action based thereon, except to the extent of liabilities resulting from the gross negligence or willful misconduct of Collateral 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 Collateral Agent expressly set forth herein. Without limiting the foregoing, Collateral Agent: (i) shall not be responsible or otherwise incur liability for any action or omission taken in 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 a final non-appealable judgment that Collateral Agent acted with gross negligence or willful misconduct in the selection of such Related Person; (ii) 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 Lien created or 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 any Loan Document or any transaction contemplated therein or any other document or information with respect to Borrower, whether or not transmitted or (except for documents expressly required under any...
Collateral Agent’s Reliance, Etc. None of the Collateral Agent, any of its Affiliates or any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it, him, her or them under or in connection with this Agreement or the other Note Documents, except for its, his, her or their own gross negligence or willful misconduct. Without limiting the foregoing, the Collateral Agent (a) may treat the payee of any Note as its Holder until such Note has been assigned in accordance with Section 11.3, (b) may consult with legal counsel (including counsel to any Note Party or Obligor), 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) makes no warranty or representation to any Holder and shall not be responsible to any Holder for any statements, warranties or representations made by or on behalf of any Note Party or Obligor in or in connection with this Agreement or any other Note Document, (d) shall not have any duty to ascertain or to inquire either as to the performance or observance of any term, covenant or condition of this Agreement or any other Note Document, as to the financial condition of any Note Party or as to the existence or possible existence of any Default or Event of Default, (e) shall not be responsible to any Holder for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement, any other Note Document or any other instrument or document furnished pursuant hereto or thereto and (f) shall incur no liability under or in respect of this Agreement or any other Note Document by acting upon any notice, consent, certificate or other instrument or writing (which writing may be a facsimile or electronic mail) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties.
Collateral Agent’s Reliance, Etc. Collateral Agent may, without incurring any liability hereunder, (a) consult with any of its Related Persons and, whether or not selected by it, any other advisors, accountants and other experts (including advisors to, and accountants and experts engaged by, Borrower) and
Collateral Agent’s Reliance, Etc. None of the Collateral Agent, its Affiliates or any of their respective directors, officers, agents, employees or attorneys shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Collateral Agreement or the other Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Collateral Agent (a) may treat for all purposes under the Indenture and this Collateral Agreement as the owner, Lender and Holder with respect to any Note the Person whose name is recorded as the owner of such Note in the register provided for in the Indenture; (b) may retain and consult with legal 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) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations made in, or in connection with, this Collateral Agreement or any of the other 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 Collateral Agreement or any of the other Documents on the part of MRT or to inspect the property (including the books and records) of
Collateral Agent’s Reliance, Etc. Neither the Collateral Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or by them under or in connection with this Agreement, the Collateral Documents or applicable law, except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, the Collateral Agent: (i) may consult with legal 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; (ii) makes no warranty or representation to any Secured Creditor and shall not be responsible to any Secured Creditor for any statements, warranties or representations made by any other party in or in connection with this Agreement or the Collateral Documents; (iii) 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, the Credit Agreement, the Note Agreement or the other Creditor Documents on the part of the Company or the Affiliate Guarantors; (iv) shall not be responsible to any Secured Creditor for the due