Common use of Exculpation of Agent Clause in Contracts

Exculpation of Agent. None of Agent nor any of its directors, officers, employees, Affiliates or agents shall (a) be liable to any Lender or any other Person for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Financing Agreement or the transactions contemplated hereby (except to the extent resulting from its own gross negligence or willful misconduct in connection with its duties expressly set forth herein as determined by a final, nonappealable judgment by a court of competent jurisdiction), or (b) be responsible in any manner to any Lender or participant for any recital, statement, representation or warranty made by Borrower or any Affiliate, or any officer thereof, contained in this Agreement or in any other Financing Agreement, or in any certificate, report, statement or other document referred to or provided for in, or received by Agent under or in connection with, this Agreement or any other Financing Agreement, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Financing Agreement (or the creation, perfection or priority of any Lien or security interest therein), or for any failure of Borrower or any other party to any Financing Agreement to perform its obligations and Liabilities hereunder or thereunder. Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Financing Agreement, or to inspect the properties, books or records of Borrower or its Affiliates.

Exculpation of Agent. None Each party hereto agrees for the express benefit of Agent the Agent, its affiliates and representatives that: (i) Neither Xxxxxxxxx LLC (as Agent) nor any of its directors, officers, employees, Affiliates affiliates or agents any of its representatives (1) has any duties or obligations other than those specifically set forth herein or in the Engagement Letter; (2) shall (a) be liable for any improper payment made in accordance with the information provided by the Company; (3) makes any representation or warranty, or has any responsibilities as to the validity, accuracy, value or genuineness of any Lender information, certificates or documentation delivered by or on behalf of the Company pursuant to this Agreement or the Transaction Documents or in connection with any other Person of the transactions contemplated hereby or thereby; or (4) shall be liable (x) for any action taken taken, suffered or omitted to be taken by any of them under in good faith and reasonably believed to be authorized or within the discretion or rights or powers conferred upon it by this Agreement or any Transaction Document or (y) for anything which any of them may do or refrain from doing in connection with this Agreement or any other Financing Agreement or the transactions contemplated hereby (Transaction Document, except to the extent resulting from its for such party’s own gross negligence or negligence, willful misconduct or bad faith. (ii) The Agent, its affiliates and representatives shall be entitled to (1) rely on, and shall be protected in connection with its duties expressly set forth herein as determined by a finalacting upon, nonappealable judgment by a court of competent jurisdiction), or (b) be responsible in any manner to any Lender or participant for any recital, statement, representation or warranty made by Borrower or any Affiliate, or any officer thereof, contained in this Agreement or in any other Financing Agreement, or in any certificate, reportinstrument, statement or other document referred to or provided for inopinion, or received by Agent under or in connection withnotice, this Agreement letter or any other Financing Agreement, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Financing Agreement (or the creation, perfection or priority of any Lien document or security interest therein), or for any failure of Borrower or any other party delivered to any Financing Agreement to perform its obligations and Liabilities hereunder of them by or thereunder. Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any on behalf of the agreements contained inCompany, or conditions of, this Agreement or any other Financing Agreement, or to inspect and (2) be indemnified by the properties, books or records of Borrower or its AffiliatesCompany for acting as Agent hereunder pursuant the indemnification provisions set forth in the Engagement Letter.

Exculpation of Agent. None of the Agent nor any of its directors, officers, employees, Affiliates employees or agents shall (a) be liable to any Lender or any other Person for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Financing Agreement Loan Document or the transactions contemplated hereby (except to the extent resulting from its own gross negligence or willful misconduct in connection with its duties expressly set forth herein as determined by a final, nonappealable non-appealable judgment by a court of competent jurisdiction), or (b) be responsible in any manner to any Lender or participant Participant for any recital, statement, representation or warranty made by Borrower any Loan Party or any AffiliateAffiliate of the Loan Parties, or any officer thereof, contained in this Agreement or in any other Financing AgreementLoan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Agent under or in connection with, this Agreement or any other Financing AgreementLoan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Financing Agreement Loan Document (or the creation, perfection or priority of any Lien or security interest therein), or for any failure of Borrower the Borrowers or any other party to any Financing Agreement Loan Document to perform its obligations and Liabilities their Obligations hereunder or thereunder. The Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Financing AgreementLoan Document, or to inspect the properties, books or records of Borrower the Loan Parties or its any of their Subsidiaries or Affiliates.

Exculpation of Agent. None of the Agent nor any of its directors, officers, employees, Affiliates employees or agents shall (a) be liable to any Lender or any other Person for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Financing Agreement Loan Document or the transactions contemplated hereby (except to the extent resulting from its own gross negligence or willful misconduct in connection with its duties expressly set forth herein as determined by a final, nonappealable judgment by a court of competent jurisdiction), or (b) be responsible in any manner to any Lender or participant Participant for any recital, statement, representation or warranty made by Borrower any Loan Party or any AffiliateAffiliate of the Borrowers, or any officer thereof, contained in this Agreement or in any other Financing AgreementLoan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Agent under or in connection with, this Agreement or any other Financing AgreementLoan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Financing Agreement Loan Document (or the creation, perfection or priority of any Lien or security interest therein), or for any failure of Borrower the Borrowers or any other party to any Financing Agreement Loan Document to perform its obligations and Liabilities their Obligations hereunder or thereunder. The Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Financing AgreementLoan Document, or to inspect the properties, books or records of Borrower the Borrowers or its any of the Borrowers’ Subsidiaries or Affiliates.

Exculpation of Agent. None of the Agent nor any of its directors, officers, employees, Affiliates employees or agents shall (a) be liable to any Lender or any other Person for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Financing Agreement Loan Document or the transactions contemplated hereby (except to the extent resulting from its own gross negligence or willful misconduct in connection with its duties expressly set forth herein as determined by a final, nonappealable judgment by a court of competent jurisdiction), or (b) be responsible in any manner to any Lender or participant Participant for any recital, statement, representation or warranty made by Borrower any Related Party or any AffiliateAffiliate of the Company, or any officer thereof, contained in this Agreement or in any other Financing AgreementLoan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Agent under or in connection with, this Agreement or any other Financing AgreementLoan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Financing Agreement Loan Document (or the creation, perfection or priority of any Lien or security interest therein), or for any failure of Borrower any Related Party or any other party to any Financing Agreement Loan Document to perform its obligations and Liabilities Obligations hereunder or thereunder. The Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Financing AgreementLoan Document, or to inspect the properties, books or records of Borrower the Company or its any of the Company’s Subsidiaries or Affiliates.

Exculpation of Agent. None of the Agent nor any of its directors, officers, employees, Affiliates employees or agents shall (a) be liable to any Lender or any other Person for any action taken or omitted to be taken by any of them under or in connection with this Credit Agreement or any other Financing Agreement Loan Document or the transactions contemplated hereby (except to the extent resulting from its own gross negligence or willful misconduct in connection with its duties expressly set forth herein as determined by a final, nonappealable judgment by a court of competent jurisdiction), or (b) be responsible in any manner to any Lender or participant for any recital, statement, representation or warranty made by Borrower any Loan Party or any AffiliateAffiliate of the Company, or any officer thereof, contained in this Credit Agreement or in any other Financing AgreementLoan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Agent under or in connection with, this Credit Agreement or any other Financing AgreementLoan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Credit Agreement or any other Financing Agreement Loan Document (or the creation, perfection or priority of any Lien lien or security interest therein), or for any failure of Borrower the Company or any other party to any Financing Agreement Loan Document to perform its obligations and Liabilities hereunder or thereunder. The Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Credit Agreement or any other Financing AgreementLoan Document, or to inspect the properties, books or records of Borrower the Company or its any of the Company’s Subsidiaries or Affiliates.

Exculpation of Agent. None of the Agent nor any of its directors, officers, employees, Affiliates employees or agents shall (a) be liable to any Lender or any other Person for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Financing Agreement Loan Document or the transactions contemplated hereby (except to the extent resulting from its own gross negligence or willful misconduct in connection with its duties expressly set forth herein as determined by a final, nonappealable judgment by a court of competent jurisdiction), or (b) be responsible in any manner to any Lender Bank or participant for any recital, statement, representation or warranty made by Borrower any Loan Party or any AffiliateAffiliate of the Company, or any officer thereof, contained in this Agreement or in any other Financing AgreementLoan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Agent under or in connection with, this Agreement or any other Financing AgreementLoan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Financing Agreement Loan Document (or the creation, perfection or priority of any Lien or security interest therein), or for any failure of any Borrower or any other party to any Financing Agreement Loan Document to perform its obligations and Liabilities hereunder or thereunder. The Agent shall not be under any obligation to any Lender Bank to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Financing AgreementLoan Document, or to inspect the properties, books or records of any Borrower or its any of the Company’s Subsidiaries or Affiliates.