General Duties of Agent, Immunity and Indemnity. Upon receipt of notices and reports delivered by Borrower to the Agent under this Agreement, the Agent shall promptly deliver the same in the form received to the Lenders. Required Lenders shall also have the right to request Agent to inspect Borrower's books and records and take the other steps provided in Paragraph 5.7 hereof. In performing its duties as Agent hereunder, Agent will take the same care as it takes in connection with loans in which it alone is interested, subject to the limitations on liabilities contained herein; provided that Agent shall not be obligated to ascertain or inquire as to the performance of any of the terms, covenants or conditions hereof by Borrower. Neither Agent nor any of its directors, officers, agents or employees, shall be liable for any action or omission by any of them hereunder or in connection herewith except for gross negligence or willful misconduct. Subject to such exception, each of the Lenders hereby indemnifies Agent (in its capacity as Agent) on the basis of such Lender's Pro Rata Share, against any liability, claim, loss or expense arising from or relating to any action taken or omitted to be taken with respect to this Agreement, any other Loan Document or the transactions contemplated thereby or Borrower, to the extent that the Agent has not been reimbursed therefor by Borrower, without affecting any obligation of Borrower to reimburse.
Appears in 2 contracts
Samples: Credit Agreement (Marketing Specialists Corp), Credit Agreement (Merkert American Corp)
General Duties of Agent, Immunity and Indemnity. Upon receipt of ----------------------------------------------- notices and reports delivered by Borrower to the Agent under this Agreement, the Agent shall promptly deliver the same in the form received to the Lenders. Required Lenders shall also have the right to request Agent to inspect Borrower's books and records and take the other steps provided in Paragraph 5.7 hereof. In performing its duties as Agent hereunder, Agent will take the same care as it takes in connection with loans in which it alone is interested, subject to the limitations on liabilities contained herein; provided that Agent shall not be obligated to ascertain or inquire as to the performance of any of the terms, covenants or conditions hereof by Borrower. Neither Agent nor any of its directors, officers, agents or employees, shall be liable for any action or omission by any of them hereunder or in connection herewith except for gross negligence or willful misconduct. Subject to such exception, each of the Lenders hereby indemnifies Agent (in its capacity as Agent) on the basis of such Lender's Pro Rata Share, against any liability, claim, loss or expense arising from or relating to any action taken or omitted to be taken with respect to this Agreement, any other Loan Document or the transactions contemplated thereby or Borrower, to the extent that the Agent has not been reimbursed therefor by Borrower, without affecting any obligation of Borrower to reimburse.
Appears in 2 contracts
Samples: Credit Agreement (Merkert American Corp), Credit Agreement (Marketing Specialists Corp)
General Duties of Agent, Immunity and Indemnity. Upon receipt ----------------------------------------------- of notices and reports delivered by Borrower to the Agent under this Agreement, the Agent shall promptly deliver the same in the form received to the LendersBanks. Required Lenders Banks shall also have the right to request Agent to inspect Borrower's books and records and take the other steps provided in Paragraph 5.7 5.8 hereof. In performing its duties as Agent hereunder, Agent will take the same care as it takes in connection with loans in which it alone is interested, subject to the limitations on liabilities contained herein; provided that Agent shall not be obligated to ascertain or inquire as to the performance of any of the terms, covenants or conditions hereof by Borrower. Neither Agent nor any of its directors, officers, agents or employees, employees shall be liable for any action or omission by any of them hereunder or in connection herewith except for gross negligence or willful misconduct. Subject to such exception, each of the Lenders Banks hereby indemnifies Agent (in its capacity as Agent) on the basis of such LenderBank's Pro Rata Share, against any liability, claim, loss or expense arising from or relating to any action taken or omitted to be taken with respect to this Agreement, any other Loan Document or the transactions contemplated thereby or Borrower, to the extent that the Agent has not been reimbursed therefor by Borrower, without affecting any obligation of Borrower to reimburse.
Appears in 1 contract
Samples: Credit Agreement (Home Health Corp of America Inc \Pa\)
General Duties of Agent, Immunity and Indemnity. Upon receipt of notices and reports delivered by Borrower to the Agent under this Agreement, the Agent shall promptly deliver the same in the form received to the LendersBanks. Required Lenders Banks shall also have the right to request Agent to inspect Borrower's books and records and take the other steps provided in Paragraph 5.7 5.6 hereof. In performing its duties as Agent hereunder, Agent will take the same care as it takes in connection with loans in which it alone is interested, subject to the limitations on liabilities contained herein; provided that Agent shall not be obligated to ascertain or inquire as to the performance of any of the terms, covenants or conditions hereof by Borrower. Neither Agent nor any of its directors, officers, agents or employees, shall be liable for any action or omission by any of them hereunder or in connection herewith except for gross negligence or willful misconduct. Subject to such exception, each of the Lenders Banks hereby indemnifies Agent (in its capacity as Agent) on the basis of such LenderBank's Pro Rata Share, against any liability, claim, loss or expense arising from or relating to any action taken or omitted to be taken with respect to this Agreement, any other Loan Document or the transactions contemplated thereby or Borrower, to the extent that the Agent has not been reimbursed therefor by Borrower, without affecting any obligation of Borrower to reimburse.
Appears in 1 contract