Common use of EXONERATION OF THE ARRANGER AND THE AGENTS Clause in Contracts

EXONERATION OF THE ARRANGER AND THE AGENTS. None of the Arranger, the Agents or any of their respective personnel or agents shall be: (a) responsible for the adequacy, accuracy or completeness of any representation, warranty, statement or information in the Syndication Memorandum, any Senior Finance Document or any notice or other document delivered under any Senior Finance Document; (b) responsible for the execution, delivery, validity, legality, adequacy, enforceability or admissibility in evidence of any Senior Finance Document; (c) obliged to enquire as to the occurrence or continuation of a Default or as to the accuracy or completeness of any representation or warranty made by any Obligor under any Senior Finance Document; (d) responsible for any failure of any Obligor or any of the Lenders duly and punctually to observe and perform their respective obligations under any Senior Finance Document; (e) responsible for the consequences of relying on the advice of any professional advisers selected by any of them in connection with any Senior Finance Document; (f) liable for acting (or refraining from acting) in what it believes to be in the best interests of the Lenders in circumstances where it has been unable, or it is not practicable, to obtain the instructions of the Lenders or the Majority Lenders (as the case may be); or (g) liable for anything done or not done by it under or in connection with any Senior Finance Document, save in the case of its own gross negligence or wilful misconduct or by a material breach of any of its Obligations under the Senior Finance Documents.

Appears in 2 contracts

Samples: Senior Facilities Agreement (Ugi Corp /Pa/), Senior Facilities Agreement (Ugi Corp /Pa/)

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EXONERATION OF THE ARRANGER AND THE AGENTS. None of the Arranger, the Agents or any of their respective personnel or agents shall be: (a) responsible for the adequacy, accuracy or completeness of any representation, warranty, statement or information in the Syndication Memorandum, any Senior Finance Document or any notice or other document delivered under any Senior Finance Document; (b) responsible for the execution, delivery, validity, legality, adequacy, enforceability or admissibility in evidence of any Senior Finance Document; (c) obliged to enquire as to the occurrence or continuation of a Default or as to the accuracy or completeness of any representation or warranty made by any Obligor under any Senior Finance Document; (d) responsible for any failure of any Obligor or any of the Lenders duly and punctually to observe and perform their respective obligations under any Senior Finance Document; (e) responsible for the consequences of relying on the advice of any professional advisers selected by any of them in connection with any Senior Finance Document; (f) liable for acting (or refraining from acting) in what it believes to be in the best interests of the Lenders in circumstances where it has been unable, or it is not practicable, to obtain the instructions of the Lenders or the Majority Lenders (as the case may be); or (g) liable for anything done or not done by it under or in connection with any Senior Finance Document, save in the case of its own gross negligence or wilful misconduct or by a material breach of any of its Obligations under the Senior Finance Documentsmisconduct.

Appears in 1 contract

Samples: Senior Credit Agreement (Delta I Acquisition Inc)

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EXONERATION OF THE ARRANGER AND THE AGENTS. None of the Arranger, the Agents or any of their respective personnel or agents shall be: (a) responsible to the Lenders for the adequacy, accuracy or accuracy, completeness of any representation, warranty, statement or information in delivered under any of the Syndication Memorandum, any Senior Finance Document Documents or any notice or other document delivered under any the Senior Finance DocumentDocuments; (b) responsible for the execution, delivery, validity, legality, adequacy, enforceability or admissibility in evidence of any of the Senior Finance DocumentDocuments; (c) obliged to enquire as to the occurrence or continuation of a Default or as to the accuracy or completeness of any representation or warranty made by any Obligor under any Senior Finance Documenthereunder; (d) responsible for any failure of any Obligor Obligor, or any of the Lenders Lenders, duly and punctually to observe and perform their respective obligations under any the Senior Finance DocumentDocuments; (e) responsible for the consequences of relying on the advice of any professional advisers selected by any of them in connection with any the Senior Finance DocumentDocuments; (f) liable for acting (or refraining from acting) in what it believes to be in the best interests of the Lenders in circumstances where it has been unable, or it is not practicable, to obtain the instructions of the Lenders or the Majority Lenders Lenders, under any Facility or all the Facilities (as the case may be); or (g) liable for anything done or not done by it (including errors and omissions made in good faith) under or in connection with any the Senior Finance Document, Documents save in the case of its own gross negligence or wilful misconduct or by a material breach of any of its Obligations under the Senior Finance Documentsmisconduct.

Appears in 1 contract

Samples: Facilities Agreement (Bema Gold Corp /Can/)

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