Common use of Disclaimer of Agent’s Liabilities Clause in Contracts

Disclaimer of Agent’s Liabilities. Neither the Agent nor any of its officers, directors, employees, agents, or attorneys shall be liable to any Lender for any action lawfully taken or not taken by the Agent or such person under or in connection with the Financing Agreement and the other Loan Documents (except for the Agent's or such person's gross negligence or willful misconduct). Without limiting the generality of the foregoing, the Agent shall not be liable to the Lenders for (i) any recital, statement, representation or warranty made by the Companies or the Guarantors or any officer thereof contained in (x) this Financing Agreement, (y) any other Loan Document or (z) any certificate, report, audit, statement or other document referred to or provided for in this Financing Agreement or received by the Agent under or in connection with this Financing Agreement, (ii) the value, validity, effectiveness, enforceability or sufficiency of this Financing Agreement, the other Loan Documents or the security interests in the Collateral of the Agent for the benefit of the Agent and the Lenders, (iii) any failure of the Companies or the Guarantors to perform their respective obligations under this Financing Agreement and the other Loan Documents, (iv) any loss or depreciation in the value of, delay in collecting the Proceeds of, or failure to realize on, any Collateral, (v) the Agent's delay in the collection of the Obligations or enforcing the Agent's rights against the Companies or the Guarantors, or the granting of indulgences or extensions to the Companies, any of the Guarantors or any account debtor of the Companies, or (vi) any mistake, omission or error in judgment in passing upon or accepting any Collateral. In addition, the Agent shall have no duty or responsibility to ascertain or to inquire as to the observance or performance of any of the terms, conditions, covenants or other agreements of the Companies or the Guarantors contained in this Financing Agreement or the other Loan Documents, or to inspect, verify, examine or audit the assets, books or records of the Companies or the Guarantors at any time.

Disclaimer of Agent’s Liabilities. Neither the Agent nor any of its officers, directors, employees, agents, or attorneys shall be liable to any Lender for any action lawfully taken or not taken by the Agent or such person Person under or in connection with the Financing Agreement and the other Loan Documents (except for the Agent's ’s or such person's Person’s gross negligence or willful misconduct). Without limiting the generality of the foregoing, the Agent shall not be liable to the Lenders for (i) any recital, statement, representation or warranty made by the Companies Borrowers or the Guarantors or any officer thereof contained in (x) this Financing Agreement, (y) any other Loan Document or (z) any certificate, report, audit, statement or other document referred to or provided for in this Financing Agreement or received by the Agent under or in connection with this Financing Agreement, (ii) the value, validity, effectiveness, enforceability or sufficiency of this Financing Agreement, the other Loan Documents or the Agent’s security interests in the Collateral of the Agent for the benefit of the Agent and the LendersCollateral, (iii) any failure of the Companies Borrowers or the Guarantors to perform their respective obligations under this Financing Agreement and the other Loan Documents, (iv) any loss or depreciation in the value of, delay in collecting the Proceeds of, or failure to realize on, any Collateral, (v) the Agent's ’s delay in the collection of the Obligations or enforcing the Agent's ’s rights against the Companies Borrowers or the Guarantors, or the granting of indulgences or extensions to the Companiesa Borrower, any of the Guarantors or any account debtor of the Companiesa Borrower, or (vi) any mistake, omission or error in judgment in passing upon or accepting any Collateral. In addition, the Agent shall have no duty or responsibility to ascertain or to inquire as to the observance or performance of any of the terms, conditions, covenants or other agreements of the Companies Borrowers or the Guarantors contained in this Financing Agreement or the other Loan Documents, or to inspect, verify, examine or audit the assets, books or records of the Companies Borrowers or the Guarantors at any time.

Disclaimer of Agent’s Liabilities. Neither the Agent nor any of its officers, directors, employees, agents, or attorneys shall be liable to any Lender for any action lawfully taken or not taken by the Agent or such person under or in connection with the Financing Agreement and the other Loan Documents (except for the Agent's or such person's gross negligence or willful misconduct). Without limiting the generality of the foregoing, the Agent shall not be liable to the Lenders for (i) any recital, statement, representation or warranty made by the Companies or the Guarantors any Company or any officer thereof contained in (x) this Financing Agreement, (y) any other Loan Document or (z) any certificate, report, audit, statement or other document referred to or provided for in this Financing Agreement or received by the Agent under or in connection with this Financing Agreement, (ii) the value, validity, effectiveness, enforceability or sufficiency of this Financing Agreement, the other Loan Documents or the Agent's security interests in the Collateral of the Agent for the benefit of the Agent and the LendersCollateral, (iii) any failure of the Companies or the Guarantors any Company to perform their respective its obligations under this Financing Agreement and the other Loan Documents, (iv) any loss or depreciation in the value of, delay in collecting the Proceeds of, or failure to realize on, any Collateral, (v) the Agent's delay in the collection of the Obligations or enforcing the Agent's rights against the Companies or the Guarantors, any Company or the granting of indulgences or extensions to the Companies, any of the Guarantors Company or any account debtor of the Companiessuch Company, or (vi) for any mistake, omission or error in judgment in passing upon or accepting any Collateral. In addition, the Agent shall have no duty or responsibility to ascertain or to inquire as to the observance or performance of any of the terms, conditions, covenants or other agreements of the Companies or the Guarantors any Company contained in this Financing Agreement or the other Loan Documents, or to inspect, verify, examine or audit the assets, books or records of the Companies or the Guarantors any Company at any time.

Disclaimer of Agent’s Liabilities. Neither the Agent nor any of its officers, directors, employees, agents, or attorneys shall not be liable to any Lender for any action lawfully taken or not taken by the Agent or such person under or in connection with the Financing Agreement and the other Loan Documents (except for the Agent's ’s or such person's ’s gross negligence or willful misconduct). Without limiting the generality of the foregoing, the Agent shall not be liable to the Lenders for (ia) any recital, statement, representation or warranty made by the Companies or the Guarantors Borrower or any officer thereof contained in (xi) this Financing Agreement, (yii) any other Loan Document or (ziii) any certificate, report, audit, statement or other document referred to or provided for in this Financing Agreement or received by the Agent under or in connection with this Financing Agreement, (iib) the value, validity, effectiveness, enforceability or sufficiency of this Financing Agreement, the other Loan Documents or the Agent’s security interests in the Collateral of the Agent for the benefit of the Agent and the LendersCollateral, (iiic) any failure of the Companies or the Guarantors Borrower to perform their respective obligations under this Financing Agreement and the other Loan Documents, (ivd) any loss or depreciation in the value of, delay in collecting the Proceeds proceeds of, or failure to realize on, any Collateral, (ve) the Agent's ’s delay in the collection of the Obligations or enforcing the Agent's ’s rights against the Companies or the GuarantorsBorrower, or the granting of indulgences or extensions to the Companies, any of the Guarantors Borrower or any account debtor of the CompaniesBorrower, or (vif) for any mistake, omission or error in judgment in passing upon or accepting any Collateral. In addition, the Agent shall have no duty or responsibility to ascertain or to inquire as to the observance or performance of any of the terms, conditions, covenants or other agreements of the Companies or the Guarantors Borrower contained in this Financing Agreement or the other Loan Documents, or to inspect, verify, examine or audit the assets, books or records of the Companies or the Guarantors Borrower at any time.

Disclaimer of Agent’s Liabilities. Neither the Agent nor any of its officers, directors, employees, agents, or attorneys shall not be liable to any Lender for any action lawfully taken or not taken by the Agent or such person under or in connection with the Financing Agreement and the other Loan Documents (except for the Agent's ’s or such person's ’s gross negligence or willful misconduct). Without limiting the generality of the foregoing, the Agent shall not be liable to the Lenders for (ia) any recital, statement, representation or warranty made by the Companies or the Guarantors Company or any officer thereof contained in (xi) this Financing Agreement, (yii) any other Loan Document or (ziii) any certificate, report, audit, statement or other document referred to or provided for in this Financing Agreement or received by the Agent under or in connection with this Financing Agreement, (iib) the value, validity, effectiveness, enforceability or sufficiency of this Financing Agreement, the other Loan Documents or the Agent’s security interests in the Collateral of the Agent for the benefit of the Agent and the LendersCollateral, (iiic) any failure of the Companies or the Guarantors Company to perform their respective obligations under this Financing Agreement and the other Loan Documents, (ivd) any loss or depreciation in the value of, delay in collecting the Proceeds proceeds of, or failure to realize on, any Collateral, (ve) the Agent's ’s delay in the collection of the Obligations or enforcing the Agent's ’s rights against the Companies or the GuarantorsCompany, or the granting of indulgences or extensions to the Companies, any of the Guarantors Company or any account debtor of the CompaniesCompany, or (vif) for any mistake, omission or error in judgment in passing upon or accepting any Collateral. In addition, the Agent shall have no duty or responsibility to ascertain or to inquire as to the observance or performance of any of the terms, conditions, covenants or other agreements of the Companies or the Guarantors Company contained in this Financing Agreement or the other Loan Documents, or to inspect, verify, examine or audit the assets, books or records of the Companies or the Guarantors Company at any time.

Disclaimer of Agent’s Liabilities. Neither the Agent nor any of its officers, directors, employees, agents, or attorneys shall be liable to any Lender for any action lawfully taken or not taken by the Agent or such person under or in connection with the Financing Agreement and the other Loan Documents (except for the Agent's ’s or such person's ’s gross negligence or willful misconduct). Without limiting the generality of the foregoing, the Agent shall not be liable to the Lenders for (i) any recital, statement, representation or warranty made by the Companies or the Guarantors or any officer thereof contained in (x) this Financing Agreement, (y) any other Loan Document or (z) any certificate, report, audit, statement or other 80 document referred to or provided for in this Financing Agreement or received by the Agent under or in connection with this Financing Agreement, (ii) the value, validity, effectiveness, enforceability or sufficiency of this Financing Agreement, the other Loan Documents or the security interests in the Collateral of the Agent for the benefit of the Agent and the Lenders, (iii) any failure of the Companies or the Guarantors to perform their respective obligations under this Financing Agreement and the other Loan Documents, (iv) any loss or depreciation in the value of, delay in collecting the Proceeds of, or failure to realize on, any Collateral, (v) the Agent's ’s delay in the collection of the Obligations or enforcing the Agent's ’s rights against the Companies or the Guarantors, or the granting of indulgences or extensions to the Companies, any of the Guarantors or any account debtor of the Companies, or (vi) any mistake, omission or error in judgment in passing upon or accepting any Collateral. In addition, the Agent shall have no duty or responsibility to ascertain or to inquire as to the observance or performance of any of the terms, conditions, covenants or other agreements of the Companies or the Guarantors contained in this Financing Agreement or the other Loan Documents, or to inspect, verify, examine or audit the assets, books or records of the Companies or the Guarantors at any time.

Disclaimer of Agent’s Liabilities. Neither the Agent nor any of its officers, directors, employees, agents, or attorneys shall be is liable to any Lender for any action lawfully taken or not taken by the Agent or such person under or in connection with the Financing this Agreement and the other Loan Documents related documents (except for the Agent's ’s or such person's ’s gross negligence or willful misconduct). Without limiting the generality of the foregoing, the Agent shall is not be liable to the Lenders for (i) any recital, statement, representation or warranty made by the Companies Borrower or the Guarantors Guarantor or any officer thereof contained in (x) this Financing Agreement, (y) any other Loan Document related document or (z) any certificate, report, audit, statement or other document referred to or provided for in this Financing Agreement or received by the Agent under or in connection with this Financing Agreement, (ii) the value, validity, effectiveness, enforceability or sufficiency of this Financing Agreement, the other Loan Documents related documents or the Agent’s security interests in the Collateral of the Agent for the benefit of the Agent and the LendersCollateral, (iii) any failure of the Companies Borrower or the Guarantors Guarantor to perform their respective obligations under this Financing Agreement and the other Loan Documentsrelated documents, (iv) any loss or depreciation in the value of, delay in collecting the Proceeds proceeds of, or failure to realize on, any Collateral, (v) the Agent's ’s delay in the collection of the Obligations Debt or enforcing the Agent's ’s rights against the Companies Borrower or the GuarantorsGuarantor, or the granting of indulgences or extensions to the CompaniesBorrower, any of the Guarantors Guarantor or any account debtor of the CompaniesBorrower, or (vi) for any mistake, omission or error in judgment in passing upon or accepting any Collateral. In addition, the Agent shall have has no duty or responsibility to ascertain or to inquire as to the observance or performance of any of the terms, conditions, covenants or other agreements of the Companies Borrower or the Guarantors Guarantor contained in this Financing Agreement or the other Loan Documentsrelated documents, or to inspect, verify, examine or audit the assets, books or records of the Companies Borrower or the Guarantors Guarantor at any time.

Disclaimer of Agent’s Liabilities. Neither the Agent nor any of its officers, directors, employees, agents, or attorneys shall be liable to any Lender for any action lawfully taken or not taken by the Agent or such person under or in connection with the Financing Agreement and the other Loan DIP Financing Documents (except for the Agent's ’s or such person's gross negligence or willful misconduct). Without limiting the generality of the foregoing, the Agent shall not be liable to the Lenders for (ia) any recital, statement, representation or warranty made by the Companies or the Guarantors Company or any officer thereof contained in (xi) this Financing Agreement, (yii) any other Loan DIP Financing Document or (ziii) any certificate, report, audit, statement or other document referred to or provided for in this Financing Agreement or received by the Agent under or in connection with this Financing Agreement, (iib) the value, validity, effectiveness, enforceability or sufficiency of this Financing Agreement, the other Loan DIP Financing Documents or the Agent’s security interests in the Collateral of the Agent for the benefit of the Agent and the LendersCollateral, (iiic) any failure of the Companies or the Guarantors Company to perform their respective its obligations under this Financing Agreement and the other Loan DIP Financing Documents, (ivd) any loss or depreciation in the value of, delay in collecting the Proceeds of, or failure to realize on, any Collateral, (ve) the Agent's ’s delay in the collection of the Obligations or enforcing the Agent's ’s rights against the Companies or the GuarantorsCompany, or the granting of indulgences or extensions to the CompaniesCompany, any of the Guarantors or any account debtor of the CompaniesCompany, or (vif) for any mistake, omission or error in judgment in passing upon or accepting any Collateral. In addition, the Agent shall have no duty or responsibility to ascertain or to inquire as to the observance or performance of any of the terms, conditions, covenants or other agreements of the Companies or the Guarantors Company contained in this Financing Agreement or the other Loan DIP Financing Documents, or to inspect, verify, examine or audit the assets, books or records of the Companies or the Guarantors Company at any time.

Disclaimer of Agent’s Liabilities. Neither the Agent nor any of its officers, directors, employees, agents, or attorneys shall be liable to any Lender for any action lawfully taken or not taken by the Agent or such person under or in connection with the Financing Agreement and the other Loan Documents (except for the Agent's ’s or such person's ’s gross negligence or willful misconduct). Without limiting the generality of the foregoing, the Agent shall not be liable to the Lenders for (i) any recital, statement, representation or warranty made by the Companies or the Guarantors or any officer thereof contained in (x) this Financing Agreement, (y) any other Loan Document or (z) any certificate, report, audit, statement or other document referred to or provided for in this Financing Agreement or received by the Agent under or in connection with this Financing Agreement, (ii) the value, validity, effectiveness, enforceability or sufficiency of this Financing Agreement, the other Loan Documents or the security interests in the Collateral of the Agent for the benefit of the Agent and the Lenders, (iii) any failure of the Companies or the Guarantors to perform their respective obligations under this Financing Agreement and the other Loan Documents, (iv) any loss or depreciation in the value of, delay in collecting the Proceeds of, or failure to realize on, any Collateral, (v) the Agent's ’s delay in the collection of the Obligations or enforcing the Agent's ’s rights against the Companies or the Guarantors, or the granting of indulgences or extensions to the Companies, any of the Guarantors or any account debtor of the Companies, or (vi) any mistake, omission or error in judgment in passing upon or accepting any Collateral. In addition, the Agent shall have no duty or responsibility to ascertain or to inquire as to the observance or performance of any of the terms, conditions, covenants or other agreements of the Companies or the Guarantors contained in this Financing Agreement or the other Loan Documents, or to inspect, verify, examine or audit the assets, books or records of the Companies or the Guarantors at any time.

Disclaimer of Agent’s Liabilities. Neither the Agent nor any of its officers, directors, employees, agents, or attorneys shall be liable to any Lender for any action lawfully taken or not taken by the Agent or such person under or in connection with the Financing Agreement and the other Loan Documents (except for the Agent's ’s or such person's ’s gross negligence or willful misconduct). Without limiting the generality of the foregoing, the Agent shall not be liable to the Lenders for (i) any recital, statement, representation or warranty made by the Companies or the Guarantors any Credit Party or any officer thereof contained in (x) this Financing Agreement, (y) any other Loan Document or (z) any certificate, report, audit, statement or other document referred to or provided for in this Financing Agreement or received by the Agent under or in connection with this Financing Agreement, (ii) the value, validity, effectiveness, enforceability or sufficiency of this Financing Agreement, the other Loan Documents or the Agent’s security interests in the Collateral of the Agent for the benefit of the Agent and the LendersCollateral, (iii) any failure of the Companies or the Guarantors any Credit Party to perform their respective its obligations under this Financing Agreement and the other Loan Documents, (iv) any loss or depreciation in the value of, delay in collecting the Proceeds of, or failure to realize on, any Collateral, (v) the Agent's ’s delay in the collection of the Obligations or enforcing the Agent's ’s rights against the Companies or the Guarantorsany Credit Party, or the granting of indulgences or extensions to the Companies, any of the Guarantors Credit Party or any account debtor of the Companiessuch Credit Party, or (vi) for any mistake, omission or error in judgment in passing upon or accepting any Collateral. In addition, the Agent shall have no duty or responsibility to ascertain or to inquire as to the observance or performance of any of the terms, conditions, covenants or other agreements of the Companies or the Guarantors any Credit Party contained in this Financing Agreement or the other Loan Documents, or to inspect, verify, examine or audit the assets, books or records of the Companies or the Guarantors such Credit Party at any time.