Common use of Disclaimers, Indemnity, Etc Clause in Contracts

Disclaimers, Indemnity, Etc. (a) By becoming a party to this Agreement, each Covered Party acknowledges that the Sharing Agent shall not be the trustee of any Covered Party. The Sharing Agent shall have no duties or responsibilities except those expressly set forth in this Agreement and the Sharing Agent shall not by reason of this Agreement be a trustee for any Covered Party or have any other fiduciary obligation to any Covered Party (including any obligation under the Trust Indenture Act of 1939, as amended). The Sharing Agent shall not be responsible to any Covered Party for any recitals, statements, representations or warranties contained in this Agreement or any Financing Document or in any certificate or other document referred to or provided for in, or received by any of them under, any of the Financing Documents, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of any of the Financing Documents or any other document referred to or provided for therein or for any failure by any other party to perform any of its respective obligations under any of the Financing Documents. The Sharing Agent may employ agents and attorneys-in-fact and shall not be responsible, except as to money or securities received by it or its authorized agents, for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. Neither the Sharing Agent nor any of its directors, officers, employees or agents shall be liable or responsible for any action taken or omitted to be taken by it or them hereunder or in connection herewith, except for actions that are finally judicially determined to have resulted from its or their own gross negligence or willful misconduct.

Disclaimers, Indemnity, Etc. (a) By becoming a party to this Agreement, each Covered Party acknowledges that the Sharing Agent shall not be the trustee of any Covered Party. The Sharing Collateral Agent shall have no duties or responsibilities except those expressly set forth in this Agreement Agreement, the Collateral Documents or the Loan Guaranties, and the Sharing Collateral Agent shall not by reason of this Agreement Agreement, the Collateral Documents or the Loan Guaranties be a trustee for any Covered Secured Party or have any other fiduciary obligation to any Covered Secured Party (including any obligation under the Trust Indenture Act of 1939, as amended). The Sharing Collateral Agent shall not be responsible to any Covered Secured Party for any recitals, statements, representations or warranties contained in this Agreement Agreement, the Credit Agreement, the Other Permitted Credit Exposure Documents or any other documents evidencing or relating to any Other Permitted Credit Exposure, the Permitted Secured Debt Documents, the Collateral Documents or the Loan Guaranties (collectively, the “Financing Document Agreements”) or in any certificate or other document referred to or provided for in, or received by any of them under, any of the Financing DocumentsAgreements, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of any of the Financing Documents Agreements or any other document referred to or provided for therein or any Lien created under the Collateral Documents or the perfection or priority of any such Lien or for any failure by any other party Loan Party to perform any of its respective obligations under any of the Financing DocumentsAgreements. The Sharing Collateral Agent may employ agents and attorneys-in-fact and shall not be responsible, except as to money or securities received by it or its authorized agents, for the negligence or misconduct of any such agents or attorneys-in-in- fact selected by it with reasonable care. Neither the Sharing Collateral Agent nor any of its directors, officers, employees or agents shall be liable or responsible for any action taken or omitted to be taken by it or them hereunder or in connection herewith, except for actions that are finally judicially determined to have resulted from its or their own gross negligence or willful misconductmisconduct (as determined by a court of competent jurisdiction in a final and non-appealable judgment).

Disclaimers, Indemnity, Etc. (a) By becoming a party to this Agreement, each Covered U.S. Secured Party acknowledges that the Sharing U.S. Collateral Agent shall not be the trustee of any Covered U.S. Secured Party. The Sharing U.S. Collateral Agent shall have no duties or responsibilities except those expressly set forth in this Agreement or the U.S. Security Documents, and the Sharing U.S. Collateral Agent shall not by reason of this Agreement or the U.S. Security Documents be a trustee for any Covered U.S. Secured Party or have any other fiduciary obligation to any Covered U.S. Secured Party (including any obligation under the Trust Indenture Act of 1939, as amended). The Sharing U.S. Collateral Agent shall not be responsible to any Covered U.S. Secured Party for any recitals, statements, representations or warranties contained in this Agreement or any Financing Document or in any certificate or other document referred to or provided for in, or received by any of them under, any of the Financing Documents, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of any of the Financing Documents or any other document referred to or provided for therein or any Lien under the U.S. Security Documents or the perfection or priority of any such Lien or for any failure by any other party to perform any of its respective obligations under any of the Financing Documents. The Sharing U.S. Collateral Agent may employ agents and sub-collateral agents and attorneys-in-fact and shall not be responsible, except as to money or securities received by it or its authorized agents, for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. Neither the Sharing U.S. Collateral Agent nor any of its directors, officers, employees or agents shall be liable or responsible for any action taken or omitted to be taken by it or them hereunder or in connection herewith, except for actions that are finally judicially determined to have resulted from its or their own gross negligence or willful misconduct.

Disclaimers, Indemnity, Etc. (a) By becoming a party to this Agreement, each Covered Party acknowledges that the Sharing Agent shall not be the trustee of any Covered Party. The Sharing Collateral Agent shall have no duties or responsibilities except those expressly set forth in this Agreement Agreement, the Pledge Agreements or the Guaranties, and the Sharing Collateral Agent shall not by reason of this Agreement Agreement, the Pledge Agreements or the Guaranties be a trustee for any Covered Secured Party or Guarantied Party or have any other fiduciary obligation to any Covered Secured Party or Guarantied Party (including any obligation under the Trust Indenture Act of 1939, as amended). The Sharing Collateral Agent shall not be responsible to any Covered Secured Party or Guarantied Party for any recitals, statements, representations or warranties contained in this Agreement Agreement, the Credit Agreements, the notes evidencing Indebtedness under the Credit Agreements, the Interest Rate Agreements, the Currency Agreements, the Senior Note Indentures, the Senior Notes, the Pledge Agreements or any the Guaranties (collectively, the "Financing Document Agreements") or in any certificate or other document referred to or provided for in, or received by any of them under, any of the Financing DocumentsAgreements, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of any of the Financing Documents Agreements or any other document referred to or provided for therein or any Lien under the Pledge Agreements or the perfection or priority of any such Lien or for any failure by any other party Loan Party to perform any of its respective obligations under any of the Financing DocumentsAgreements. The Sharing Collateral Agent may employ agents and attorneys-in-fact and shall not be responsible, except as to money or securities received by it or its authorized agents, for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. Neither the Sharing Collateral Agent nor any of its directors, officers, employees or agents shall be liable or responsible for any action taken or omitted to be taken by it or them hereunder or in connection herewith, except for actions that are finally judicially determined to have resulted from its or their own gross negligence or willful misconduct.

Disclaimers, Indemnity, Etc. (a) By becoming a party to this Agreement, each Covered Party acknowledges that the Sharing Agent shall not be the trustee of any Covered Party. A. The Sharing Collateral Agent shall have no duties or responsibilities to the Secured Parties except those expressly set forth in this Agreement and the Sharing Collateral Documents and the Collateral Agent shall not by reason of this Agreement or the Collateral Documents be a trustee for any Covered Secured Party or have any other fiduciary obligation to any Covered Secured Party (including any obligation under other than, if the Exchange Notes are subject to the Trust Indenture Act of 1939, as amendedamended (the "TIA"), any obligation under the TIA). The Sharing Collateral Agent shall not be responsible to any Covered Secured Party for any recitals, statements, representations or warranties contained in this Agreement, the Credit Agreement or the Senior Secured Credit Agreement or any related loan documents (collectively, the "Financing Document Agreements") or in any certificate or other document referred to or provided for in, or received by any of them under, any of the Financing DocumentsAgreements, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of any of the Financing Documents Agreements or any other document referred to or provided for therein or any lien under the Collateral Documents or the perfection or priority of any such lien or the value or condition of the Collateral or the title of the Borrower or its Subsidiaries to the Collateral or for any failure by any other party Borrower or its Subsidiaries to perform any of its respective obligations under any of the Financing DocumentsAgreements. The Sharing Collateral Agent may employ agents and attorneys-attorneys- in-fact and shall not be responsible, except as to money or securities received by it or its authorized agents, responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. Neither the Sharing Collateral Agent nor any of its directors, officers, employees or agents shall be liable or responsible for any action taken or omitted to be taken by it or them hereunder or in connection herewith, except for actions that are finally judicially determined to have resulted from the extent of its or their own gross negligence or willful misconduct.

Disclaimers, Indemnity, Etc. (a) By becoming a party to this Agreement, each Covered U.S. Secured Party acknowledges that the Sharing U.S. Collateral Agent shall not be the trustee of any Covered U.S. Secured Party. The Sharing U.S. Collateral Agent shall have no duties or responsibilities except those expressly set forth in this Agreement Agreement, the U.S. Security Documents, and the Sharing U.S. Collateral Agent shall not by reason of this Agreement or the U.S. Security Documents be a trustee for any Covered U.S. Secured Party or have any other fiduciary obligation to any Covered U.S. Secured Party (including any obligation under the Trust Indenture Act of 1939, as amended). The Sharing U.S. Collateral Agent shall not be responsible to any Covered U.S. Secured Party for any recitals, statements, representations or warranties contained in this Agreement or any Financing Document or in any certificate or other document referred to or provided for in, or received by any of them under, any of the Financing Documents, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of any of the Financing Documents or any other document referred to or provided for therein or any Lien under the U.S. Security Documents or the perfection or priority of any such Lien or for any failure by any other party to perform any of its respective obligations under any of the Financing Documents. The Sharing U.S. Collateral Agent may employ agents and sub-collateral agents and attorneys-in-fact and shall not be responsible, except as to money or securities received by it or its authorized agents, for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. Neither the Sharing U.S. Collateral Agent nor any of its directors, officers, employees or agents shall be liable or responsible for any action taken or omitted to be taken by it or them hereunder or in connection herewith, except for actions that are finally judicially determined to have resulted from its or their own gross negligence or willful misconduct.

Disclaimers, Indemnity, Etc. (a) By becoming a party to this Agreement, each Covered Party acknowledges that the Sharing Agent shall not be the trustee of any Covered Party. The Sharing Collateral Agent shall have no duties or responsibilities except those expressly set forth in this Agreement Agreement, the Subsidiary Guaranty and the Sharing Collateral Documents, and Collateral Agent shall not not, by reason of this Agreement Agreement, the Subsidiary Guaranty or any of the Collateral Documents, be a trustee for any Covered Party or Secured Party or have any other fiduciary obligation to any Covered Party or Secured Party (including without limitation any obligation under the Trust Indenture Act of 1939, as amended). The Sharing Collateral Agent shall not be responsible to any Covered Party or Secured Party for any recitals, statements, representations or warranties contained in this Agreement, any Credit Agreement or any Financing other Loan Document, any Lender Interest Rate Agreement, the Subsidiary Guaranty or any Collateral Document (collectively, the "FINANCING AGREEMENTS") or in any certificate or other document or instrument referred to or provided for in, or received by any of them under, any of the Financing DocumentsAgreements, or for the valuegenuineness, validity, enforceability, effectiveness, genuineness, enforceability sufficiency or sufficiency value of any of the Financing Documents Agreements or any other document or instrument referred to or provided for therein therein, or for the validity, perfection or priority of any Lien under any of the Collateral Documents, or for any failure by any other party Loan Party to perform any of its respective obligations under any of the Financing DocumentsAgreements. The Sharing Collateral Agent may employ agents and attorneys-in-fact and shall not be responsible, except as to money or securities received by it or its authorized agents, for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. Neither the Sharing Collateral Agent nor any of its directors, officers, employees or agents shall be liable or responsible for any action taken or omitted to be taken by it or them hereunder under or in connection herewithwith any Financing Agreement, except for actions that are finally judicially determined to have resulted from its or their own gross negligence or willful misconduct.

Disclaimers, Indemnity, Etc. (a) By becoming a party to this Agreement, each Covered Party acknowledges that the Sharing Agent shall not be the trustee of any Covered Party. The Sharing Collateral Agent shall have no duties or responsibilities except those expressly set forth in this Agreement and the Sharing Security Documents. The Collateral Agent shall not by reason of this Agreement or the Security Documents be a trustee for any Covered Benefited Party or have any other fiduciary obligation whatsoever to any Covered Benefited Party (including any obligation under the Trust Indenture Act of 1939, as amended). The Sharing Collateral Agent shall not be responsible to any Covered Benefited Party for any recitals, statements, representations or warranties contained in this Agreement or any Financing Document Agreement or in any certificate or other document referred to or provided for in, or received by any of them under, any of the Financing DocumentsAgreement, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of any of the Financing Documents Agreement or any other document referred to or provided for therein or any lien under any of the Security Documents or the Guaranties or the perfection or priority of any such lien or for any failure by the Company, any other party Obligor, any Benefited Party or any other Person to perform any of its respective obligations under any of Financing Agreement. Without limiting the Financing foregoing, the Collateral Agent shall not be required to take any action under any Security Document, any action to perfect any security interest granted in the Collateral pursuant to the Security Documents, or to administer any Collateral unless instructed to do so by Both Representatives. The Sharing Collateral Agent may employ agents and attorneys-in-fact and shall not be responsible, except as to money or securities received by it or its authorized agents, for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. Neither the Sharing Collateral Agent nor any of its directors, officers, employees or agents shall be liable or responsible for any action taken or omitted to be taken by it or them hereunder or in connection herewith, except for actions that are finally judicially determined to have resulted from its or their own the gross negligence or willful misconductmisconduct of such Person.

Disclaimers, Indemnity, Etc. (a) By becoming a party to this Agreement, each Covered Party Secured Creditor acknowledges that the Sharing Collateral Agent shall not be the trustee of any Covered PartySecured Creditor. The Sharing Collateral Agent shall have no duties or responsibilities except those expressly set forth in this Agreement Agreement, the Security Documents, and the Sharing Collateral Agent shall not by reason of this Agreement or the Security Documents be a trustee for any Covered Party Secured Creditor or have any other fiduciary obligation to any Covered Party Secured Creditor (including any obligation under the Trust Indenture Act of 1939, as amended). The Sharing Collateral Agent shall not be responsible to any Covered Party Secured Creditor for any recitals, statements, representations or warranties contained in this Agreement or any Financing Document or in any certificate or other document referred to or provided for in, or received by any of them under, any of the Financing Documents, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of any of the Financing Documents or any other document referred to or provided for therein or any Lien under the Security Documents or the perfection or priority of any such Lien or for any failure by any other party to perform any of its respective obligations under any of the Financing Documents. The Sharing Collateral Agent may employ agents and sub-collateral agents and attorneys-in-fact and shall not be responsible, except as to money or securities received by it or its authorized agents, for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. Neither the Sharing Collateral Agent nor any of its directors, officers, employees or agents shall be liable or responsible for any action taken or omitted to be taken by it or them hereunder or in connection herewith, except for actions that are finally judicially determined to have resulted from its or their own gross negligence or willful misconduct.

Disclaimers, Indemnity, Etc. (a) By becoming a party to this Agreement, each Covered Party acknowledges that the Sharing Agent shall not be the trustee of any Covered Party. The Sharing Collateral Agent shall have no duties or responsibilities to the Secured Parties except those expressly set forth in this Agreement Agreement, the Security Documents and the Sharing Guaranties and the Collateral Agent shall not by reason of this Agreement Agreement, the Security Documents or the Guaranties be a trustee for any Covered Secured Party or have any other fiduciary obligation to any Covered Secured Party (including any obligation under the Trust Indenture Act of 1939, as amended). The Sharing Collateral Agent shall not be responsible to any Covered Secured Party for any recitals, statements, representations or warranties contained in this Agreement, the Revolving Credit Agreement, the Term Loan Credit Agreement, the Loan Documents and the Hedge Agreements (as defined in each of the Revolving Credit Agreement or any and the Term Loan Credit Agreement; collectively, the "Financing Document Agreements") or in any certificate or other document referred to or provided for in, or received by any of them under, any of the Financing DocumentsAgreements, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of any of the Financing Documents Agreements or any other document referred to or provided for therein or any Lien under the Security Documents or the perfection or priority of any such Lien or the value or condition of the Collateral or the title of the Loan Parties to the Collateral or for any failure by any other party Loan Party to perform any of its respective obligations under any of the Financing DocumentsAgreements. The Sharing Collateral Agent may employ agents and attorneys-in-fact and shall not be responsible, except as to money or securities received by it or its authorized agents, responsible for the negligence or misconduct of any such agents or attorneys-in-in- fact selected by it with reasonable care. Neither the Sharing Collateral Agent nor any of its directors, officers, employees or agents shall be liable or responsible for any action taken or omitted to be taken by it or them hereunder or in connection herewith, except for actions that are finally judicially determined to have resulted from its or their own gross negligence or willful misconduct.

Disclaimers, Indemnity, Etc. (a) By becoming a party to this Agreement, each Covered Party acknowledges that the Sharing Agent shall not be the trustee of any Covered Party. A. The Sharing Collateral Agent shall have no duties or responsibilities to the Secured Parties except those expressly set forth in this Agreement and the Sharing Collateral Documents and the Collateral Agent shall not by reason of this Agreement or the Collateral Documents be a trustee for any Covered Secured Party or have any other fiduciary obligation to any Covered Secured Party (including any obligation under the Trust Indenture Act of 1939, as amended). The Sharing Collateral Agent shall not be responsible to any Covered Secured Party for any recitals, statements, representations or warranties contained in this Agreement, the Credit Agreement or the Senior Secured Credit Agreement or any related loan documents (collectively, the "Financing Document Agreements") or in any certificate or other document referred to or provided for in, or received by any of them under, any of the Financing DocumentsAgreements, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of any of the Financing Documents Agreements or any other document referred to or provided for therein or any lien under the Collateral Documents or the perfection or priority of any such lien or the value or condition of the Collateral or the title of the Borrower or its Subsidiaries to the Collateral or for any failure by any other party Borrower or its Subsidiaries to perform any of its respective obligations under any of the Financing DocumentsAgreements. The Sharing Collateral Agent may employ agents and attorneys-in-fact and shall not be responsible, except as to money or securities received by it or its authorized agents, responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. Neither the Sharing Collateral Agent nor any of its directors, officers, employees or agents shall be liable or responsible for any action taken or omitted to be taken by it or them hereunder or in connection herewith, except for actions that are finally judicially determined to have resulted from the extent of its or their own gross negligence or willful misconduct.

Disclaimers, Indemnity, Etc. (a) By becoming It is expressly understood and agreed by each of the parties to this Agreement that this Agreement is executed and delivered by the Collateral Agent not individually or personally but solely in its capacity as Collateral Agent in the exercise of the powers and authority conferred and vested in it under this Agreement and the Security Documents for and on behalf of the Secured Parties for which it acts as Collateral Agent and it shall have no liability for acting for itself or in any capacity other than as Collateral Agent (including, for the avoidance of doubt, as Trustee) and nothing in this Agreement shall impose on it any obligation to pay any amount out of its own assets. It is further expressly understood and agreed by the parties to this Agreement that in no case shall the Collateral Agent be (i) personally liable, responsible or accountable in damages or otherwise for the actions of any Secured Party, (ii) personally liable, responsible or accountable in damages or otherwise to any other party for any loss, damage or claim incurred by reason of any act or omission performed or omitted by it in good faith in accordance with this Agreement or any of the other Security Documents in a manner that the Collateral Agent believed to be within the scope of the authority conferred on it by this Agreement or any of the other Security Documents or by law, or (iii) personally liable for or on account of any of the statements, representations, warranties, covenants or obligations stated to be those of any other party, all such liability, if any, being expressly waived by the parties and any person claiming by, through or under such party. Notwithstanding any other provision of this Agreement, the Collateral Agent shall not be required to indemnify any other person, whether or not a party to this Agreement, each Covered Party acknowledges that the Sharing Agent shall not be the trustee in respect of any Covered Party. The Sharing Agent shall have no duties losses or responsibilities except those expressly set forth liability incurred as a result of or in this Agreement and connection with the Sharing Agent shall not transactions contemplated by reason of this Agreement be a trustee for any Covered Party or have any other fiduciary obligation to any Covered Party (including any obligation under the Trust Indenture Act of 1939, as amended). The Sharing Agent shall not be responsible to any Covered Party for any recitals, statements, representations or warranties contained in this Agreement or any Financing Document or in any certificate or the other document referred to or provided for in, or received by any of them under, any of the Financing Security Documents, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of any of the Financing Documents or any other document referred to or provided for therein or for any failure by any other party to perform any of its respective obligations under any of the Financing Documents. The Sharing Agent may employ agents and attorneys-in-fact and shall not be responsible, except as to money or securities received by it or its authorized agents, for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. Neither the Sharing Agent nor any of its directors, officers, employees or agents shall be liable or responsible for any action taken or omitted to be taken by it or them hereunder or in connection herewith, except for actions that are finally judicially determined to have resulted from its or their own gross negligence or willful misconduct.

Disclaimers, Indemnity, Etc. (a) By becoming a party to this Agreement, each Covered Party of the First Priority Trustee on behalf of itself and the Holders of First Priority Notes and the Second Priority Trustee on behalf of itself and the Holders of Second Priority Notes hereby acknowledges that the Sharing Collateral Agent shall not be the trustee of any Covered Secured Party. The Sharing Collateral Agent shall have no duties or responsibilities except those expressly set forth in this Agreement Agreement, the Security Documents, and the Sharing Collateral Agent shall not by reason of this Agreement or any of the Collateral Documents be a trustee for any Covered Secured Party or have any other fiduciary obligation to any Covered Secured Party (including any obligation under the Trust Indenture Act of 1939, as amended). The Sharing Collateral Agent shall not be responsible to any Covered Secured Party for any recitals, statements, representations or warranties contained in this Agreement or any Financing Collateral Document or in any certificate or other document referred to or provided for in, or received by any of them under, any of the Financing Notes Documents, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of any of the Financing Notes Documents or any other document referred to or provided for therein or any Lien under the Collateral Documents or the perfection or priority of any such Lien or for any failure by any other party to perform any of its respective obligations under any of the Financing Notes Documents. The Sharing Collateral Agent may employ agents and attorneys-in-fact and shall not be responsible, except as to money or securities received by it or its authorized agents, for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. Neither the Sharing Collateral Agent nor any of its directors, officers, employees or agents shall be liable or responsible for any action taken or omitted to be taken by it or them hereunder or in connection herewith, except for actions that are finally judicially determined to have resulted from its or their own gross negligence or willful misconduct.