Common use of Duty of Administrative Agent Clause in Contracts

Duty of Administrative Agent. The Administrative Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Pledged Collateral in its possession, under Section 9-207 of the UCC or otherwise, shall be to deal with it in the same manner as the Administrative Agent deals with similar property for its own account. To the fullest extent provided by applicable law, neither the Administrative Agent, any other Secured Party nor any of their respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Pledged Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Pledged Collateral upon the request of any Pledgor or any other Person or to take any other action whatsoever with regard to the Pledged Collateral or any part thereof. The powers conferred on the Administrative Agent and the other Secured Parties hereunder are solely to protect the Administrative Agent’s and the other Secured Parties’ interests in the Pledged Collateral and shall not impose any duty upon the Administrative Agent or any other Secured Party to exercise any such powers. The Administrative Agent and the other Secured Parties shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be responsible to any Pledgor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct.

Appears in 2 contracts

Samples: Pledge and Security Agreement (Mens Wearhouse Inc), Pledge and Security Agreement (Mens Wearhouse Inc)

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Duty of Administrative Agent. The Administrative Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Pledged Collateral in its possession, under Section 9-207 of the UCC or otherwise, shall be to deal with it such Collateral in the same a manner as substantially similar to that which the Administrative Agent deals with similar property for its own account. To the fullest extent provided by applicable law, neither Neither the Administrative Agent, any other Secured Party nor any of their respective officers, directors, employees partners, employees, agents, advisors, attorneys, attorneys-in-fact or agents affiliates shall be liable for failure to demand, collect or realize upon any of the Pledged Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Pledged Collateral upon the request of any Pledgor Grantor or any other Person or to take any other action whatsoever with regard to the Pledged Collateral or any part thereof. The powers conferred on the Administrative Agent and the other Secured Parties hereunder pursuant to this Agreement are solely to protect the Administrative Agent’s and the other Secured Parties’ interests in the Pledged Collateral and shall not impose any duty upon the Administrative Agent or any other Secured Party to exercise any such powers. The Administrative Agent and the other Secured Parties shall be accountable only for amounts that they it actually receive receives as a result of the exercise of such powers, and neither they the Administrative Agent nor any of their its officers, directors, employees employees, agents, advisors, attorneys, attorneys-in-fact or agents affiliates shall be responsible to any Pledgor Grantor for any act or failure to act hereunder, except for its or their own gross negligence or willful misconduct.

Appears in 2 contracts

Samples: Control Agreement (USA Synthetic Fuel Corp), Security Agreement (USA Synthetic Fuel Corp)

Duty of Administrative Agent. The Except for the exercise of reasonable care in the custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder, the Administrative Agent’s 's sole duty with respect to the custody, safekeeping and physical preservation of the Pledged Collateral in its possession, under Section 9-207 of the New York UCC or otherwise, shall be to deal with it in the same manner as the Administrative Agent deals with similar property for its own account. To the fullest extent provided by applicable law, neither the Administrative Agent, any other No Secured Party nor any of their respective its officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Pledged Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Pledged Collateral upon the request of any Pledgor Grantor or any other Person or to take any other action whatsoever with regard to the Pledged Collateral or any part thereof. The powers conferred on the Administrative Agent and the other Secured Parties hereunder are solely to protect the Administrative Agent’s and the other Secured Parties' interests in the Pledged Collateral and shall not impose any duty upon the Administrative Agent or any other Secured Party to exercise any such powers. The Administrative Agent and the other Secured Parties shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be responsible to any Pledgor Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct.

Appears in 2 contracts

Samples: Guarantee and Collateral Agreement (Business Sound Inc), Credit Agreement (Business Sound Inc)

Duty of Administrative Agent. The Administrative Agent’s 's sole duty with respect to the custody, safekeeping and physical preservation of the Pledged Collateral in its possession, under Section 9-207 of the New York UCC or otherwise, shall be to deal with it in the same manner as the Administrative Agent deals with similar property for its own account. To the fullest extent provided by applicable law, neither Neither the Administrative Agent, nor any other Secured Party nor any of their respective officers, directors, employees partners, employees, agents, attorneys and other advisors, attorneys-in-fact or agents affiliates shall be liable for failure to demand, collect or realize upon any of the Pledged Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Pledged Collateral upon the request of any Pledgor Grantor or any other Person or to take any other action whatsoever with regard to the Pledged Collateral or any part thereof. The powers conferred on the Administrative Agent and the other Secured Parties hereunder are solely to protect the Administrative Agent’s and the other Secured Parties' interests in the Pledged Collateral and shall not impose any duty upon the Administrative Agent or any other Secured Party to exercise any such powers. The Administrative Agent and the other Secured Parties shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees partners, employees, agents, attorneys and other advisors, attorneys-in-fact or agents affiliates shall be responsible to any Pledgor Grantor for any act or failure to act hereunder, except for to the extent that any such act or failure to act is found by a final and nonappealable decision of a court of competent jurisdiction to have resulted solely and proximately from their own gross negligence negligence, bad faith or willful misconduct.

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (Tsi Finance Inc)

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Duty of Administrative Agent. The Administrative Agent’s 's sole duty with respect to the custody, safekeeping and physical preservation of the Pledged Collateral in its possession, under Section 9-207 of the New York UCC or otherwise, shall be to deal with it in the same manner as the Administrative Agent deals with similar property for its own account. To the fullest extent provided by applicable law, neither the Administrative Agent, any other No Secured Party nor any of their respective its officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Pledged Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Pledged Collateral upon the request of any Pledgor Grantor or any other Person or to take any other action whatsoever with regard to the Pledged Collateral or any part thereof. The powers conferred on the Administrative Agent and the other Secured Parties hereunder are solely to protect the Administrative Agent’s and the other Secured Parties' interests in the Pledged Collateral and shall not impose any duty upon the Administrative Agent or any other Secured Party to exercise any such powers. The Administrative Agent and the other Secured Parties shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be responsible to any Pledgor Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct.

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (Donnelley R H Inc)

Duty of Administrative Agent. The Administrative Agent’s 's sole duty with respect to the custody, safekeeping and physical preservation of the Pledged Collateral in its possession, under Section 9-207 of the New York UCC or otherwise, shall be to deal with it in the same manner as the Administrative Agent deals with similar property for its own account. To the fullest extent provided by permitted under applicable law, neither the Administrative Agent, nor any other Secured Party nor any of their respective officers, directors, employees partners, employees, agents, attorneys and other advisors, attorneys-in-fact or agents affiliates shall be liable for failure to demand, collect or realize upon any of the Pledged Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Pledged Collateral upon the request of any Pledgor Grantor or any other Person or to take any other action whatsoever with regard to the Pledged Collateral or any part thereof. The powers conferred on the Administrative Agent and the other Secured Parties hereunder are solely to protect the Administrative Agent’s and the other Secured Parties' interests in the Pledged Collateral and shall not impose any duty upon the Administrative Agent or any other Secured Party to exercise any such powers. The Administrative Agent and the other Secured Parties shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees partners, employees, agents, attorneys and other advisors, attorneys-in-fact or agents affiliates shall be responsible to any Pledgor Grantor for any act or failure to act hereunder, except for to the extent that any such act or failure to act is found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from their own gross negligence or willful misconduct.

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (Holly Corp)

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