Common use of Delegation of Duties Clause in Contracts

Delegation of Duties. Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Agent shall not be responsible for the negligence or misconduct of any agent or attorney in fact that it selects as long as such selection was made without gross negligence or willful misconduct.

Appears in 372 contracts

Samples: Credit Agreement (Ares Commercial Real Estate Corp), Credit Agreement (Kronos Worldwide Inc), Credit Agreement (Hudson Technologies Inc /Ny)

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Delegation of Duties. The Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.

Appears in 270 contracts

Samples: Credit Agreement (Penske Automotive Group, Inc.), Credit Agreement (Schwab Charles Corp), Credit Agreement (Schwab Charles Corp)

Delegation of Duties. Each Agent may execute any of its duties under this Agreement or any and the other Loan Document Documents by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. No Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney in attorneys-in-fact that selected by it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.

Appears in 193 contracts

Samples: Credit Agreement (Essential Properties Realty Trust, Inc.), Credit Agreement (Sba Communications Corp), Credit Agreement (Essential Properties Realty Trust, Inc.)

Delegation of Duties. Each Agent may execute any of its duties under this Agreement or any and the other Loan Document Documents by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. No Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney in attorneys in-fact that selected by it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.

Appears in 127 contracts

Samples: Credit Agreement (Cypress Environmental Partners, L.P.), Credit Agreement (Cypress Environmental Partners, L.P.), Credit Agreement (Cypress Energy Partners, L.P.)

Delegation of Duties. Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Agent shall not be responsible for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects as long as such selection was made without gross negligence or willful misconduct.

Appears in 121 contracts

Samples: Loan and Security Agreement (Horizon Technology Finance Corp), Loan and Security Agreement (Regional Management Corp.), Loan and Security Agreement (Regional Management Corp.)

Delegation of Duties. The Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects as long as such selection was made without gross negligence or willful misconduct.

Appears in 97 contracts

Samples: Loan Agreement (Nicholas Financial Inc), Loan Agreement (Nicholas Financial Inc), Loan Agreement (Nicholas Financial Inc)

Delegation of Duties. The Agent may execute any of its duties under this Agreement or any and the other Loan Document Documents by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney in attorneys-in-fact that selected by it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.

Appears in 82 contracts

Samples: Loan and Security Agreement (Freshpet, Inc.), Loan and Security Agreement (Freshpet, Inc.), Term Loan Credit Agreement

Delegation of Duties. The Agent may execute any of its duties under this Agreement or any and each other Loan Transaction Document by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney in attorneys-in-fact that selected by it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.

Appears in 75 contracts

Samples: Assignment Agreement (Cardinal Health Inc), Receivables Purchase Agreement (Avnet Inc), Receivables Purchase Agreement (Cardinal Health Inc)

Delegation of Duties. Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Agent shall not be responsible for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.

Appears in 60 contracts

Samples: Credit Agreement (Biolase, Inc), Credit Agreement (Acer Therapeutics Inc.), Credit Agreement (Acer Therapeutics Inc.)

Delegation of Duties. The Agent may execute any of its duties under this Agreement or any and the other Loan Document Documents by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney in attorneys in-fact that selected by it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.

Appears in 47 contracts

Samples: Security Agreement (Cadiz Inc), Credit Agreement (Cadiz Inc), Credit Agreement (Cadiz Inc)

Delegation of Duties. Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys in attorneys-in-fact and shall be entitled to advice of counsel and other consultants or experts concerning all matters pertaining to such duties. Agent shall not be responsible for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects as long as such selection was made without in the absence of gross negligence or willful misconduct, as determined by a court of competent jurisdiction.

Appears in 30 contracts

Samples: Credit Agreement (TTEC Holdings, Inc.), Credit Agreement (TTEC Holdings, Inc.), Security Agreement (Teletech Holdings Inc)

Delegation of Duties. Agent may execute any of its duties under this Agreement or any and each other Loan Transaction Document by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney in attorneys-in-fact that selected by it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.

Appears in 29 contracts

Samples: Receivables Purchase Agreement (Patterson Companies, Inc.), Receivables Purchase Agreement (Patterson Companies, Inc.), Receivables Purchase Agreement (Patterson Companies, Inc.)

Delegation of Duties. The Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys in attorneys-in-fact and shall be entitled to advice of counsel and other consultants or experts concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects as long as such selection was made without in the absence of gross negligence or willful misconduct.

Appears in 28 contracts

Samples: Credit Agreement, Term Loan Agreement (Sentio Healthcare Properties Inc), Credit Agreement (Ugi Corp /Pa/)

Delegation of Duties. Each Appointed Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Each Appointed Agent shall not be responsible for the negligence or misconduct of any agent or attorney in fact that it selects as long as such selection was made without gross negligence negligence, bad faith or willful misconduct.

Appears in 25 contracts

Samples: Credit Agreement (ProPetro Holding Corp.), Credit Agreement (ProFrac Holding Corp.), Term Loan Credit Agreement (ProFrac Holding Corp.)

Delegation of Duties. Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney in attorneys-in-fact that selected by it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.

Appears in 25 contracts

Samples: Note and Equity Purchase Agreement (American Capital Strategies LTD), Note and Equity Purchase Agreement (Mirion Technologies, Inc.), Subordinated Convertible Note Purchase Agreement (A4s Technologies Inc)

Delegation of Duties. Agent may execute any of its duties under this Agreement or any other Loan Financing Document by or through its, or its Affiliates’, agents, employees or attorneys in attorneys-in-fact and shall be entitled to obtain and rely upon the advice of counsel and other consultants or experts concerning all matters pertaining to such duties. Agent shall not be responsible for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects as long as such selection was made without in the absence of gross negligence or willful misconduct. Any such Person to whom Agent delegates a duty shall benefit from this Article 14 to the extent provided by Agent.

Appears in 23 contracts

Samples: Credit and Security Agreement (STRATA Skin Sciences, Inc.), Credit and Security Agreement (Ocular Therapeutix, Inc), Credit and Security Agreement (Mannkind Corp)

Delegation of Duties. Agent may execute any of its duties under this Agreement or any and the other Loan Document Documents by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney in attorneys-in-fact that selected by it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.

Appears in 21 contracts

Samples: Loan Agreement (First Capital Real Estate Trust Inc), Warehousing Credit Agreement (PLM Equipment Growth Fund V), Warehousing Credit Agreement (PLM Equipment Growth Fund Vi)

Delegation of Duties. Agent may execute any of its duties under this Agreement or any other Loan Document by or through its, or its Affiliates’, agents, employees or attorneys in attorneys-in-fact and shall be entitled to obtain and rely upon the advice of counsel and other consultants or experts concerning all matters pertaining to such duties. Agent shall not be responsible for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects as long as such selection was made without in the absence of gross negligence or willful misconduct.

Appears in 20 contracts

Samples: Loan and Security Agreement (Regado Biosciences Inc), Loan and Security Agreement (Regado Biosciences Inc), Loan and Security Agreement (Chimerix Inc)

Delegation of Duties. The Agent may execute any of its duties -------------------- under this Agreement or any other Loan Document by or through agents, employees or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.

Appears in 19 contracts

Samples: Revolving Credit Agreement (Compaq Computer Corp), Revolving Credit Agreement (Micron Technology Inc), Credit Agreement (Mentor Graphics Corp)

Delegation of Duties. The Agent may execute any of its respective duties under this Agreement or any and the other Loan Document Documents by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney in attorneys-in-fact that it selects as long as such selection was made without gross negligence or willful misconductselected by the Agent with reasonable care.

Appears in 19 contracts

Samples: Revolving Credit Agreement (Choice Hotels International Inc /De), Credit Agreement (Tessco Technologies Inc), Revolving Credit Agreement (Choice Hotels International Inc /De)

Delegation of Duties. The Agent may execute any of its duties under -------------------- this Agreement or any other Loan Document by or through agents, employees or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.

Appears in 17 contracts

Samples: Term Loan Agreement, Credit Agreement (United Rentals Inc), Pledge Agreement (Cb Commercial Real Estate Services Group Inc)

Delegation of Duties. Each Agent may execute any of its duties under this Agreement or any and the other Loan Document Documents by or through agents, employees agents or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. No Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney attorneys in fact that selected by it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.

Appears in 16 contracts

Samples: Credit Agreement (Cedar Fair L P), Credit Agreement (Cedar Fair L P), Credit Agreement (Cedar Fair L P)

Delegation of Duties. The Agent may execute any of its duties under this Agreement or any and the other Loan Document Documents by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible to any Lender for the negligence or misconduct of any agent agents or attorney in attorneys-in-fact that selected by it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.

Appears in 14 contracts

Samples: Credit Agreement (Contango Oil & Gas Co), Credit Agreement (Primeenergy Corp), Credit Agreement (Lucas Energy, Inc.)

Delegation of Duties. The Agent may execute any of its duties under this Agreement or any other Loan Transaction Document by or through agents, employees or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.

Appears in 14 contracts

Samples: Liquidity Agreement (Adama Agricultural Solutions Ltd.), Transfer and Administration Agreement (United Stationers Inc), Transfer and Administration Agreement (United Stationers Inc)

Delegation of Duties. Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Agent shall not be responsible for the negligence or misconduct of any agent or attorney in fact that it selects as long as such selection was made without gross negligence negligence, bad faith or willful misconduct.

Appears in 14 contracts

Samples: Credit Agreement (Acreage Holdings, Inc.), Credit Agreement (Jushi Holdings Inc.), Credit Agreement (Acreage Holdings, Inc.)

Delegation of Duties. The Agent may execute any of its duties under this Agreement or any the other Loan Document Documents by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney in attorneys-in-fact that selected by it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.

Appears in 13 contracts

Samples: Credit and Guaranty Agreement (BMJ Medical Management Inc), Credit Agreement (Stage Stores Inc), Credit Agreement (Cke Restaurants Inc)

Delegation of Duties. The Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent or attorney in fact that it selects as long as such selection was made without gross negligence or willful misconduct.

Appears in 12 contracts

Samples: Senior Secured Credit Agreement (BMC Stock Holdings, Inc.), Loan and Security Agreement (AMERI Holdings, Inc.), Senior Secured Credit Agreement (BMC Stock Holdings, Inc.)

Delegation of Duties. The Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees employees, or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects as long as such selection was made without gross negligence or willful misconduct.

Appears in 12 contracts

Samples: Credit Agreement (Westlake Chemical Corp), Credit Agreement (Brown Shoe Co Inc/), Credit Agreement (Alon USA Energy, Inc.)

Delegation of Duties. Agent may execute any of its duties under this Agreement or any and the other Loan Document Documents by or through agents, employees agents or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney attorneys-in fact that selected by it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.

Appears in 12 contracts

Samples: Credit Agreement (AMERICAN BATTERY TECHNOLOGY Co), First Mezzanine Loan Agreement (Clipper Realty Inc.), Loan Agreement (Clipper Realty Inc.)

Delegation of Duties. The Agent may execute any of its respective duties under this Agreement or any the other Loan Document Transaction Documents by or through agents, employees agents or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney attorneys in fact that it selects as long as such selection was made without gross negligence or willful misconductselected by the Agent with reasonable care.

Appears in 12 contracts

Samples: Financing Agreement (Elevate Credit, Inc.), Financing Agreement (Elevate Credit, Inc.), Financing Agreement (Elevate Credit, Inc.)

Delegation of Duties. Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Agent shall not be responsible for the negligence or misconduct of any agent or attorney in fact that it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.

Appears in 12 contracts

Samples: Credit Agreement (Merus Labs International Inc.), Credit Agreement (PDL Biopharma, Inc.), Credit Agreement (Merus Labs International Inc.)

Delegation of Duties. Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Agent shall not be responsible for the negligence or misconduct of any agent or attorney in fact that it selects as long as such selection was made without gross negligence or willful misconduct.. 15.3

Appears in 11 contracts

Samples: Credit Agreement and Loan (Nautilus, Inc.), Credit Agreement (BlueLinx Holdings Inc.), Credit Agreement (Nautilus, Inc.)

Delegation of Duties. (a) Each Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys in attorneys-in-fact and shall be entitled to advice of counsel and other consultants or experts concerning all matters pertaining to such duties. No Agent shall not be responsible for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects as long as such selection was made without in the absence of gross negligence or willful misconduct.

Appears in 10 contracts

Samples: Credit and Guaranty Agreement (Dana Inc), 364 Day Bridge Facility and Guaranty Agreement (Dana Inc), Credit and Guaranty Agreement (Dana Inc)

Delegation of Duties. Each Agent may execute any of its duties under this Loan Agreement or any and the other Loan Document Documents by or through agents, employees agents or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. No Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney attorneys in fact that selected by it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.

Appears in 10 contracts

Samples: Loan Agreement (Mimedx Group, Inc.), Loan Agreement (Mimedx Group, Inc.), Loan Agreement (Spark Networks SE)

Delegation of Duties. The Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to engage and pay for the advice and services of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible to the Banks for the negligence or misconduct of any agent agents or attorney in attorneys in-fact that selected by it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.

Appears in 10 contracts

Samples: Credit Agreement (Aqua America Inc), Credit Agreement (Aqua America Inc), Credit Agreement (Philadelphia Suburban Corp)

Delegation of Duties. The Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent or attorney in fact that it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.

Appears in 9 contracts

Samples: Credit Agreement (CareView Communications Inc), Credit Agreement (CareView Communications Inc), Credit Agreement (Avinger Inc)

Delegation of Duties. Agent Either of the Agents may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. No Agent shall not be responsible for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.

Appears in 8 contracts

Samples: Credit Agreement (Enstar Income Growth Program Five-B Lp), Credit Agreement (Enstar Income Program Iv-1 Lp), Credit Agreement (Enstar Income Growth Program Six B L P)

Delegation of Duties. Each Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees employees, attorneys-in-fact or attorneys in fact through its Related Parties and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Neither Agent shall not be responsible for the negligence or misconduct of any agent agent, employee, attorney-in-fact or attorney in fact Related Party that it selects as long as such selection was made without gross negligence or willful misconduct.

Appears in 8 contracts

Samples: Credit Agreement (Independence Contract Drilling, Inc.), Credit Agreement (Independence Contract Drilling, Inc.), Guarantee and Collateral Agreement (Independence Contract Drilling, Inc.)

Delegation of Duties. Each Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys in attorneys-in-fact and shall be entitled to advice of counsel and other consultants or experts concerning all matters pertaining to such duties. Neither Agent shall not be responsible for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects as long as such selection was made without in the absence of gross negligence or willful misconduct.

Appears in 8 contracts

Samples: Loan Agreement (Macquarie Infrastructure CO LLC), Credit Agreement (Petro Stopping Centers Holdings Lp), Credit Agreement (Petro Financial Corp)

Delegation of Duties. The Agent may execute any of its duties under -------------------- this Agreement or any and the other Loan Document Documents by or through agents, employees agents or attorneys in attorneys- in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney in attorneys-in-fact that selected by it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.

Appears in 7 contracts

Samples: Credit Agreement (Entravision Communications Corp), Term Loan Agreement (Entravision Communications Corp), Term Loan Agreement (Entravision Communications Corp)

Delegation of Duties. Agent The Agents may execute any of its their respective duties under this Agreement or any other the Loan Document Documents by or through agents, employees agents or attorneys in fact selected by them, respectively, using reasonable care and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Agent None of the Agents shall not be responsible to any of the Lenders for the negligence or misconduct of any agent agents or attorney in fact that it selects as long as such selection was made without gross negligence or willful misconductattorneys selected by any of them, respectively, with reasonable care.

Appears in 7 contracts

Samples: Loan Agreement (Cablevision Systems Corp /Ny), Loan Agreement (Cablevision Systems Corp /Ny), Loan Agreement (CSC Holdings Inc)

Delegation of Duties. Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys attorneys' in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Agent shall not be responsible for the negligence or misconduct of any agent or attorney in fact that it selects as long as such selection was made without gross negligence or willful misconduct.

Appears in 7 contracts

Samples: Credit Agreement (Renewable Energy Group, Inc.), Credit Agreement (PROS Holdings, Inc.), Credit Agreement (PROS Holdings, Inc.)

Delegation of Duties. Each Agent may execute any of its duties under this Agreement or any other the applicable Loan Document Documents by or through agentsany of its branches, employees agents or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Neither Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney in attorneys in-fact that selected by it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.

Appears in 7 contracts

Samples: Credit Agreement (Booz Allen Hamilton Holding Corp), Guarantee and Collateral Agreement (Booz Allen Hamilton Holding Corp), Guarantee and Collateral Agreement (Booz Allen Hamilton Holding Corp)

Delegation of Duties. The Agent may execute any of its duties under this Agreement or any other Loan Transaction Document by or through agents, employees or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the gross negligence or misconduct of any agent or attorney in attorney-in-fact that it selects as long as such selection was made without gross negligence with reasonable care or willful misconductfor any action it takes on the advice of counsel.

Appears in 6 contracts

Samples: Credit Agreement (Seabulk Offshore LTD), Credit Agreement (Secunda International LTD), Credit Agreement (TBS International LTD)

Delegation of Duties. The Agent may execute any of its -------------------- duties under this Agreement or any other Loan Document by or through agents, employees or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.

Appears in 6 contracts

Samples: Credit Agreement (Sunrise Medical Inc), Credit Agreement (Star Gas Partners Lp), Credit Agreement (Oregon Metallurgical Corp)

Delegation of Duties. The Agent may execute any of its duties under this Agreement or any and the other Loan Document Documents by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to engage and pay for the advice and services of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible to the Banks for the negligence or misconduct of any agent agents or attorney in attorneys in-fact that selected by it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.

Appears in 6 contracts

Samples: Credit Agreement (West Pharmaceutical Services Inc), Credit Agreement (Tasty Baking Co), Credit Agreement (Right Management Consultants Inc)

Delegation of Duties. Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.

Appears in 6 contracts

Samples: Credit Agreement (Insperity, Inc.), Security Agreement (Forum Oilfield Technologies Inc), Loan Agreement (Orion Marine Group Inc)

Delegation of Duties. Agent may execute any of its duties under this Agreement or any other Loan Document Ancillary Agreement by or through its agents, employees or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Agent shall not be responsible for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.

Appears in 6 contracts

Samples: Loan and Security Agreement (Cmgi Inc), Loan and Security Agreement (Cmgi Inc), Loan and Security Agreement (ModusLink Global Solutions Inc)

Delegation of Duties. The Agent may execute any of its duties under this Loan Agreement or any other Loan Document by or through agentsits agents or attorneys-in-fact, employees or attorneys in fact and shall be entitled to the advice of counsel concerning all matters pertaining to such dutiesits rights and duties hereunder or under the Loan Documents. The Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney in attorneys-in-fact that selected by it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.

Appears in 6 contracts

Samples: Loan Agreement (Firstcity Financial Corp), Loan Agreement (Charter Municipal Mortgage Acceptance Co), Loan Agreement (Newkirk Master Lp)

Delegation of Duties. Agent The Agents may execute any of its duties under this Agreement or any and the other Loan Document Documents by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Agent The Agents shall not be responsible for the negligence or misconduct of any agent agents or attorney in attorneys-in-fact that selected by it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.

Appears in 6 contracts

Samples: Credit Agreement (Herbalife Ltd.), Credit Agreement (Herbalife Ltd.), Credit Agreement (Herbalife Ltd.)

Delegation of Duties. Agent The Applicable Agents may execute any of its their duties under this Agreement or any and the other Loan Document Documents by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Agent The Applicable Agents shall not be responsible for the negligence or misconduct of any agent agents or attorney in attorneys-in-fact that it selects as long as such selection was made without gross negligence or willful misconductselected by any of them with reasonable care.

Appears in 5 contracts

Samples: Revolving Credit Agreement (Ford Motor Co), Day Revolving Credit Agreement (Ford Motor Co), Revolving Credit Agreement (Ford Motor Co)

Delegation of Duties. Agent may execute any of its duties under this Agreement or any and the other Loan Document Documents by or through agents, employees contractors, or attorneys in attorneys-in-fact and shall will be entitled to advice of counsel concerning all matters pertaining to such those duties. Agent shall will not be responsible for the negligence or misconduct of any agent agents, contractors, or attorney attorneys-in-fact selected by it in fact that it selects as long as such selection was made without gross negligence or willful misconductgood faith.

Appears in 5 contracts

Samples: Credit and Security Agreement (Synergetics Usa Inc), Financing Agreement (Westaff Inc), Financing Agreement (CitiSteel PA, Inc.)

Delegation of Duties. Each Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees employees, or attorneys in attorneys-in-fact and shall be is entitled to advice of counsel and other consultants or experts concerning all matters pertaining to such those duties. No Agent shall not will be responsible for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects as long as such selection was made without in the absence of gross negligence or willful misconduct.

Appears in 5 contracts

Samples: Credit Agreement (AgileThought, Inc.), Credit Agreement (AgileThought, Inc.), Credit Agreement (AgileThought, Inc.)

Delegation of Duties. Each Class Agent may execute any of its duties under this Agreement or any other Loan Transaction Document by or through agents, employees or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. No Class Agent shall not be responsible for the negligence or misconduct of any agent or attorney in fact that it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.

Appears in 5 contracts

Samples: Transfer and Administration Agreement (United Stationers Inc), Transfer and Administration Agreement (United Stationers Inc), Transfer and Administration Agreement (United Stationers Inc)

Delegation of Duties. The Agent may execute any of its duties under this Agreement or any and the other Loan Document Documents by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent the agents or attorney in attorneys-in-fact that selected by it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.

Appears in 5 contracts

Samples: Abl Credit Agreement (Mallinckrodt PLC), Abl Credit Agreement (Mallinckrodt PLC), Abl Credit Agreement (Specialty Building Products, Inc.)

Delegation of Duties. Any Agent may execute any of its duties under this Agreement or any and the other Loan Document Documents by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. No Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney in attorneys in-fact that selected by it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.

Appears in 5 contracts

Samples: Credit Agreement (Ryland Group Inc), Credit Agreement (Ryland Group Inc), Credit Agreement (Westport Finance Co)

Delegation of Duties. Agent may execute any of its duties under this Loan Agreement and any duties as Agent or as a party, payee, mortgagee, assignee or beneficiary under any other Loan Document Document, by or through agents, employees affiliates or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such dutiesattorneys-in-fact. Agent shall not be responsible for the negligence or misconduct of any agent agents, affiliates or attorney in attorneys-in-fact that it selects as long as such selection was made without gross negligence or willful misconductselected by Agent with reasonable care and prudence.

Appears in 5 contracts

Samples: Loan Agreement (Ashford Hospitality Prime, Inc.), Loan Agreement (Great Wolf Resorts, Inc.), Loan Agreement (Gramercy Capital Corp)

Delegation of Duties. The Agent may execute any of its duties under this Agreement or any the other Loan Document Documents by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney attorneys-in-fact selected by it in fact that it selects as long as such selection was made without gross negligence or willful misconductgood faith.

Appears in 5 contracts

Samples: Revolving Credit Agreement (Interpool Inc), Credit Agreement (Interpool Inc), Credit Agreement (Interpool Inc)

Delegation of Duties. The Agent may execute any of its duties under this Agreement or any and the other Loan Document Documents by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney in attorneys in-fact that it selects as long as such selection was made without gross negligence or willful misconductselected by it.

Appears in 5 contracts

Samples: Acquisition Loan Agreement (Infocrossing Inc), Term Loan Agreement (Midocean Capital Partners Lp), Term Loan Agreement (Infocrossing Inc)

Delegation of Duties. Agent may execute any of its duties under this -------------------- Agreement or any other Loan Document by or through agents, employees or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Agent shall not be responsible for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects as long as such selection was made without gross negligence or willful misconduct.

Appears in 5 contracts

Samples: Loan and Security Agreement (Friede Goldman Halter Inc), Loan and Security Agreement (Hologic Inc), Loan and Security Agreement (Cellstar Corp)

Delegation of Duties. The Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney in attorneys-in-fact that selected by it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care except to the extent otherwise required by Section 8.3.

Appears in 5 contracts

Samples: Bridge Loan (Equinix Inc), Senior Secured Credit Agreement (Central European Media Enterprises LTD), Senior Credit Agreement (Chancellor Radio Broadcasting Co)

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Delegation of Duties. The Agent may execute any of its duties under this Loan Agreement or any other Loan Operative Document by or through agents, employees or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.

Appears in 4 contracts

Samples: Funding Loan Agreement (Walter Industries Inc /New/), Variable Funding Loan Agreement (Walter Industries Inc /New/), Variable Funding Loan Agreement (Walter Industries Inc /New/)

Delegation of Duties. Agent The Agents may execute any of its their respective duties under this Agreement or any and the other Loan Document Documents by or through agents, employees any agent or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Agent The Agents shall not be responsible for the negligence or misconduct of any agent agents or attorney in attorneys-in-fact that it selects as long as selected by such selection was made without gross negligence or willful misconductAgent with reasonable care.

Appears in 4 contracts

Samples: Credit Agreement (Brinks Co), Joinder Agreement (Brinks Co), Joinder Agreement (Brinks Co)

Delegation of Duties. The Agent may execute any of its duties under this Agreement or any other Loan Document by or through agentsAgents, employees or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent Agent or attorney in attorney-in-fact that it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.

Appears in 4 contracts

Samples: Credit Agreement (Nashua Corp), Credit Agreement (Nashua Corp), Credit Agreement (Nashua Corp)

Delegation of Duties. Each Agent may execute any of its duties under this Agreement or any and the other Loan Document Documents by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. No Agent shall not be responsible for the negligence or misconduct of any agents or attorneys in-fact selected by it with reasonable care. The exculpatory provisions of this Article shall apply to any such agent and attorney and shall apply to their respective activities in connection with the syndication of the Facilities as well as activities as agent or attorney in fact that it selects as long as such selection was made without gross negligence or willful misconductattorney.

Appears in 4 contracts

Samples: Credit Agreement (Roundy's, Inc.), Term Loan Credit Agreement (Roundy's, Inc.), Credit Agreement (Roundy's, Inc.)

Delegation of Duties. Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Agent shall not be responsible for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects as long as such selection was made in good faith, and without gross negligence or willful misconduct.

Appears in 4 contracts

Samples: Possession Loan and Security Agreement, Loan and Security Agreement (Sharper Image Corp), Loan and Security Agreement (Sharper Image Corp)

Delegation of Duties. Each Agent may execute any of its duties under this Agreement or any other the applicable Loan Document Documents by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Neither Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney in attorneys in-fact that selected by it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.

Appears in 4 contracts

Samples: Credit Agreement (Wesco Aircraft Holdings, Inc), Credit Agreement (Wesco Aircraft Holdings, Inc), Credit Agreement (Wesco Aircraft Holdings, Inc)

Delegation of Duties. Agent may execute any of its respective duties under this Agreement or any and the other Loan Document Documents by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to rely on advice of counsel concerning all matters pertaining to such duties. Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney in attorneys-in-fact that it selects as long as such selection was made without gross negligence or willful misconductselected by Agent with reasonable care.

Appears in 4 contracts

Samples: Revolving Credit Loan Agreement (Orleans Homebuilders Inc), Revolving Credit Loan Agreement (Orleans Homebuilders Inc), Revolving Credit Loan Agreement (Orleans Homebuilders Inc)

Delegation of Duties. Each Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. No Agent shall not be responsible for the negligence or misconduct of any agent or attorney in fact that it selects as long as such selection was made without gross negligence or willful misconduct.

Appears in 4 contracts

Samples: Credit Agreement (Lincoln Educational Services Corp), Credit Agreement (Arc Document Solutions, Inc.), Credit Agreement (American Reprographics CO)

Delegation of Duties. Agent The Agents may each execute any of its duties under this Agreement or any and the other Loan Document Credit Documents by or through agents, sub-agents, employees or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. No Agent shall not be responsible for the negligence or misconduct of any agent agents, subagents or attorney attorneys-in-fact selected by it in fact that it selects as long as such selection was made without the absence of its gross negligence or willful misconductmisconduct (as determined in the final non-appealable judgment of a court of competent jurisdiction).

Appears in 4 contracts

Samples: Credit Agreement (Skillsoft Corp.), Credit Agreement (Skillsoft Corp.), Senior Secured Term Loan Credit Agreement (Skillsoft Corp.)

Delegation of Duties. The Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees employees, or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent or attorney in fact that it selects as long as such selection was made without gross negligence or willful misconduct.

Appears in 4 contracts

Samples: Credit Agreement (Westlake Chemical Corp), Credit Agreement (Westlake Chemical Corp), Credit Agreement (Westlake Chemical Corp)

Delegation of Duties. Each Agent may execute any of its duties under this Agreement or any and the other Loan Document Documents by or through agents, employees or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Neither Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney in attorneys in-fact that selected by it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.

Appears in 4 contracts

Samples: Credit Agreement (Kinetic Concepts Inc /Tx/), Credit and Guarantee Agreement (Kinetic Concepts Inc /Tx/), Credit and Guarantee Agreement (Kinetic Concepts Inc /Tx/)

Delegation of Duties. The Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney in attorneys-in-fact that selected by it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care except to the extent otherwise required by Section 9.3.

Appears in 4 contracts

Samples: Subordinated Credit Agreement (Capstone Pharmacy Services Inc), Credit Agreement (T Sf Communications Corp), Credit Agreement (BGF Industries Inc)

Delegation of Duties. The Agent may execute any of its duties under this Loan Agreement or any other Loan Transaction Document by or through agents, employees or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.

Appears in 4 contracts

Samples: Loan Agreement (Cronos Group), Management Agreement (Cronos Group), Loan Agreement (Cronos Group)

Delegation of Duties. The Paying Agent may execute any of its duties under this Agreement or any other Loan Financing Document by or through agents, employees or attorneys in attorneys-in-fact and shall be entitled to advice of counsel and other consultants or experts concerning all matters pertaining to such duties. The Paying Agent shall not be responsible for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects as long as such selection was made without in the absence of gross negligence or willful misconduct.

Appears in 3 contracts

Samples: Credit Agreement (Tyco International LTD /Ber/), Assignment and Assumption (Tyco International LTD /Ber/), Assignment and Assumption (Tyco International LTD /Ber/)

Delegation of Duties. Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys in attorneys-in-fact and shall be entitled to the advice of counsel concerning all matters pertaining to such duties. Agent shall not be responsible for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects as long as such selection was made without gross negligence or willful misconduct.

Appears in 3 contracts

Samples: Loan and Security Agreement (Hercules Technology Growth Capital Inc), Loan and Security Agreement (Hercules Technology Growth Capital Inc), Loan and Security Agreement (Hercules Technology Growth Capital Inc)

Delegation of Duties. Agent may execute any of its duties under this Agreement or any other Loan Operative Document by or through agents, employees or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Agent shall not be responsible for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects as long as such selection was made without gross negligence or willful misconduct, but Agent covenants to monitor and supervise in a reasonable manner the conduct of such agents or attorneys-in-fact in furtherance of Agent's duties hereunder.

Appears in 3 contracts

Samples: Reimbursement Agreement (DSL Net Inc), Reimbursement Agreement (Vantagepoint Venture Partners 1996), Reimbursement Agreement (Columbia Capital LLC)

Delegation of Duties. Each Agent may execute any of its duties under this Agreement or any and the other Loan Document Documents by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Neither Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney in attorneys-in-fact that selected by it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.

Appears in 3 contracts

Samples: Credit Agreement (Sba Communications Corp), Credit Agreement (Global Signal Inc), Global Signal Inc

Delegation of Duties. The Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees sub-agents, employees, or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent agent, sub-agent, employee, or attorney in attorney-in-fact that it selects as long as such selection was made without gross negligence or willful misconduct.

Appears in 3 contracts

Samples: And Guaranty Agreement (General Growth Properties Inc), And Guaranty Agreement (General Growth Properties Inc), Security and Guaranty Agreement (Pershing Square Capital Management, L.P.)

Delegation of Duties. Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Agent shall not be responsible for the negligence or misconduct of any agent or attorney in fact except to the extent that it selects as long as such selection was made without a court of competent jurisdiction determines in a final and nonappealable order that Agent acted with gross negligence or willful misconductmisconduct in the selection of such agent(s) or attorney(s) in fact.

Appears in 3 contracts

Samples: Credit Agreement (Nuverra Environmental Solutions, Inc.), Bridge Term Loan Credit Agreement (Nuverra Environmental Solutions, Inc.), Term Loan Credit Agreement (Nuverra Environmental Solutions, Inc.)

Delegation of Duties. The Agent may execute any of its duties under this Agreement or any other Loan Document by or through agentsits agents or attorneys-in-fact, employees or attorneys in fact and shall be entitled to the advice of counsel concerning all matters pertaining to such dutiesits rights and duties hereunder or under the Loan Documents. The Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney in attorneys-in-fact that selected by it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.

Appears in 3 contracts

Samples: Warehousing Credit and Security Agreement (Centerline Holding Co), Warehousing Credit and Security Agreement (Centerline Holding Co), Credit and Security Agreement (Chartermac)

Delegation of Duties. The Agent may execute any of its respective duties under this Agreement or any the other Loan Document Documents by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney in attorneys-in-fact that it selects as long as such selection was made without gross negligence or willful misconductselected by the Agent with reasonable care.

Appears in 3 contracts

Samples: Possession Credit Agreement (D. E. Shaw Laminar Acquisition Holdings 3, L.L.C.), Investment Agreement (Palace Entertainment Holdings, Inc.), Investment Agreement (Minrad International, Inc.)

Delegation of Duties. Agent The Agents may execute any of its duties under this Agreement or any other Loan Document by or through Affiliates, agents, employees or attorneys in fact attorneys-in-fact, such sub-agents as shall be deemed necessary by the Agents, and shall be entitled to advice of counsel counsel, both internal and external, and other consultants or experts concerning all matters pertaining to such duties. Agent The Agents shall not be responsible for the negligence or misconduct of any agent or attorney in sub-agent or attorney-in-fact that it selects as long as such selection was made without in the absence of gross negligence or willful misconduct.

Appears in 3 contracts

Samples: Credit Agreement (Igate Corp), Credit Agreement (Igate Corp), Credit Agreement (Igate Corp)

Delegation of Duties. Any Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys in attorneys-in-fact and shall be entitled to advice of counsel and other consultants or experts concerning all matters pertaining to such duties. No Agent shall not be responsible for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects as long as such selection was made without in the absence of gross negligence or willful misconduct.

Appears in 3 contracts

Samples: Credit Agreement (Timken Co), Credit Agreement (Keystone Marketing Services Inc), Bridge Loan Agreement (Agco Corp /De)

Delegation of Duties. Except as otherwise provided in this section, Agent may execute any of its duties under this Agreement or any of the other Loan Document Financing Agreements by or through agents, employees or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Agent shall not be responsible for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects as long as such selection was made in compliance with this Section and without gross negligence or willful misconduct.

Appears in 3 contracts

Samples: Revolving Credit and Security Agreement (Salant Corp), Revolving Credit and Security Agreement (Salant Corp), Loan and Security Agreement (Industrial Fuels Minerals Co)

Delegation of Duties. Agent may execute any of its duties under this Agreement or any and the other Loan Document Documents by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney in attorneys-in-fact that selected by it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.

Appears in 3 contracts

Samples: Credit and Reimbursement Agreement (Sears Holdings Corp), Credit and Reimbursement Agreement (Sears Holdings Corp), Letter of Credit and Reimbursement Agreement (Sears Holdings Corp)

Delegation of Duties. The Agent may execute any of its duties under this Agreement or any other Loan Security Document by or through agents, employees or attorneys in attorneys-in-fact and shall be entitled to advice of counsel and other consultants or experts concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects as long as such selection was made without in the absence of gross negligence or willful misconduct. The exculpatory provisions of Section 20 and this Section shall apply to any such agent, employee or attorney-in-fact.

Appears in 3 contracts

Samples: Guarantee and Security Agreement (CNO Financial Group, Inc.), Guarantee and Security Agreement (CNO Financial Group, Inc.), Guarantee and Security Agreement (Conseco Inc)

Delegation of Duties. Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys in fact attorneys‑in‑fact and shall be entitled to advice of counsel and other consultants or experts concerning all matters pertaining to such duties. Agent shall not be responsible for the negligence or misconduct of any agent or attorney in fact attorney‑in‑fact that it selects as long as such selection was made without in the absence of a finding by a court of competent jurisdiction in a final and nonappealable judgment that Agent acted with gross negligence or willful misconduct.

Appears in 3 contracts

Samples: Credit Agreement (A-Mark Precious Metals, Inc.), Credit Agreement (A-Mark Precious Metals, Inc.), Credit Agreement (A-Mark Precious Metals, Inc.)

Delegation of Duties. Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Agent shall not be responsible for the negligence or misconduct of any agent or attorney in fact that it selects as long as such selection was made without gross negligence or willful misconductmisconduct or made in breach in bad faith of Agent’s obligations hereunder or under any other Loan Document (in each case, as a finally determined by a court of competent jurisdiction).

Appears in 3 contracts

Samples: Assignment and Acceptance Agreement (Exide Technologies), Possession Credit Agreement (Exide Technologies), Credit Agreement (Exide Technologies)

Delegation of Duties. The Agent may execute any of its duties under this Agreement or any other Loan Document by or through agentsits agents or attorneys-in-fact, employees or attorneys in fact and shall be entitled to the advice of counsel concerning all matters pertaining to such dutiesits rights and duties hereunder or under the Loan Documents. The Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney in attorneys-in-fact that selected by it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.

Appears in 3 contracts

Samples: Mortgage Warehousing (Ares Commercial Real Estate Corp), Warehousing Credit and Security Agreement (Centerline Holding Co), Warehousing Credit and Security Agreement (Centerline Holding Co)

Delegation of Duties. Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys attorneys’ in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Agent shall not be responsible for the negligence or misconduct of any agent or attorney in fact that it selects as long as such selection was made without gross negligence or willful misconduct.

Appears in 3 contracts

Samples: Credit Agreement (Renewable Energy Group, Inc.), Credit Agreement (Ciber Inc), Credit Agreement (Renewable Energy Group, Inc.)

Delegation of Duties. The Agent may execute any of its duties under this Agreement or any and the other Loan Document Documents to which the Agent is a party or under which the Agent is granted any right or remedy by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible to any Lender for the negligence or misconduct of any agent agents or attorney in attorneys-in-fact that selected by it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.

Appears in 3 contracts

Samples: Term Loan Agreement (Viking Energy Group, Inc.), Term Loan Agreement (Royale Energy Holdings, Inc.), Term Loan Agreement (Royale Energy Holdings, Inc.)

Delegation of Duties. The Agent may execute any of its duties -------------------- under this Loan Agreement or any and the other Loan Document Operative Documents by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney in attorneys-in-fact that selected by it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.

Appears in 3 contracts

Samples: Master Agreement (Sterling Commerce Inc), Loan Agreement (Hughes Supply Inc), Hughes Supply Inc

Delegation of Duties. The Agent may execute any of its duties -------------------- under this Agreement or any and the other Loan Document Documents by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney in attorneys-in-fact that selected by it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.

Appears in 3 contracts

Samples: Credit Agreement (Pameco Corp), Credit Agreement (College Television Network Inc), Credit Agreement (G&l Realty Corp)

Delegation of Duties. The Agent may execute any of its duties under this Agreement or any and each other Loan Document by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney in attorneys-in-fact that selected by it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.

Appears in 3 contracts

Samples: Loan and Security Agreement (Medallion Financial Corp), Loan and Security Agreement (Medallion Financial Corp), Loan and Security Agreement (Medallion Financial Corp)

Delegation of Duties. Agent may execute any of its duties under this Agreement or any other Loan Document Financing Agreement by or through agents, employees or attorneys in attorneys-in-fact and shall be entitled to advice of legal counsel and other consultants, independent public accountants or experts concerning all matters pertaining to such duties. Agent shall not be responsible for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects as long as such selection was made without in the absence of gross negligence or willful misconductmisconduct as finally determined in a non-appealable judicial proceeding.

Appears in 3 contracts

Samples: Term Loan and Security Agreement (Strawberry Fields REIT, Inc.), Term Loan and Security Agreement (Strawberry Fields REIT, Inc.), Term Loan and Security Agreement (Strawberry Fields REIT, Inc.)

Delegation of Duties. Agent The Agents may execute any of its their duties under this Agreement or any and the other Loan Document Documents by or through agents, employees agents or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Agent The Agents shall not be responsible for the negligence or misconduct of any agent agents or attorney attorneys in fact that selected by it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.

Appears in 2 contracts

Samples: Credit Agreement (Virgin Mobile USA, Inc.), Patent Security Agreement (Virgin Mobile USA, Inc.)

Delegation of Duties. The Agent may execute any of its duties under this Agreement or any Agreement, the other Loan Document Documents by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney in attorneys-in-fact that selected by it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.

Appears in 2 contracts

Samples: Credit Agreement (Rouge Industries Inc), Credit Agreement (Rouge Industries Inc)

Delegation of Duties. Except as otherwise provided in this Section 18.2, Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees employees, or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Agent shall not be responsible for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects as long as such selection was made in compliance with this Section 18.2 and without gross negligence or willful misconduct.

Appears in 2 contracts

Samples: Loan and Security Agreement (General Datacomm Industries Inc), Loan and Security Agreement (General Datacomm Industries Inc)

Delegation of Duties. The Agent may execute any of its duties under this Agreement or any other the Loan Document Documents by or through agents, employees or attorneys in attorneys-in-fact and shall be entitled to advice of counsel and other consultants or experts concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects as long as such selection was made without in the absence of gross negligence or willful misconduct.

Appears in 2 contracts

Samples: Term Loan Agreement (Qwest Communications International Inc), Credit Agreement (Qwest Communications International Inc)

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