General Immunity. Neither the Administrative Agent nor any of the Administrative Agent’s directors, officers, agents, attorneys or employees shall be liable or responsible in any manner to any Loan Party, any Lender or any other Person for any action taken or omitted to be taken by it or them under the Loan Documents or in connection therewith except for any liability imposed by law for its own willful misconduct or gross negligence. Without limitation on the generality of the foregoing, the Administrative Agent: (a) shall not be responsible to any Lender for any recitals, statements, warranties, representations, or failure or delay of performance under the Loan Documents or any agreement or document related thereto or for the financial condition of the Loan Parties; (b) shall not be responsible for the authenticity, accuracy, completeness, value, validity, effectiveness, due execution, legality, genuineness, enforceability or sufficiency of any of the Loan Documents, any provisions thereof or any document contemplated thereby; (c) shall not be responsible for the validity, genuineness, creation, perfection or priority of any of the Liens created or reaffirmed by any of the Loan Documents, or the validity, genuineness, enforceability, existence, value or sufficiency of any Collateral or other security; (d) shall not be bound to ascertain or inquire as to the performance or observance of any of the terms, covenants or conditions of any of the Loan Documents on the part of the Loan Parties or of any of the terms of any such agreement by any party thereto and shall have no duty to inspect the property (including the books and records) of the Loan Parties; (e) shall incur no liability under or in respect of any of the Loan Documents or any other document or Collateral by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram, cable or telex) furnished pursuant to this Agreement or any other Loan Document; (f) shall incur no liability to the Loan Parties or any other Person as a consequence of any failure or delay in performance by, or any breach by, any Lender or Lenders of any of its or their obligations under this Agreement; and (g) may consult with legal counsel (including counsel for the Borrowers), independent public accountants and other experts selected by the Administrative Agent.
Appears in 3 contracts
Samples: Credit Agreement (Hydrofarm Holdings Group, Inc.), Credit Agreement (Hydrofarm Holdings Group, Inc.), Credit Agreement (Hydrofarm Holdings Group, Inc.)
General Immunity. Neither the Administrative Agent nor any of the Administrative Agent’s its directors, officers, agents, attorneys or employees shall be liable or responsible in any manner to any Loan Party, any Lender or any other Person for any action taken or omitted to be taken by it or them under this Agreement or any of the Loan Documents other Financing Agreements or in connection therewith except for any liability imposed by law for its or their own willful misconduct or gross negligence. Without limitation on the generality of the foregoingforegoing but subject to the last sentence of this Section 11.4, the Administrative Agent: (a) shall not be responsible to any Lender Lenders for any recitals, statements, warranties, representations, warranties or failure representations under this Agreement or delay any of performance under the Loan Documents other Financing Agreements or any agreement or document related relative thereto or for the financial condition of the Loan Parties; Borrower, (b) shall not be responsible for the authenticity, accuracy, completeness, value, validity, effectiveness, due execution, legality, genuineness, enforceability or sufficiency of this Agreement or any of the Loan Documents, any provisions thereof other Financing Agreements or any document contemplated thereby; other agreements or any assignments, certificates, requests, financial statements, projections, notices, schedules or opinions of counsel executed and delivered pursuant thereto, (c) shall not be responsible for the validity, genuineness, creation, perfection or priority of any of the Liens created or reaffirmed by any of the Loan Documents, or the validity, genuineness, enforceability, existence, value or sufficiency of any Collateral or other security; (d) shall not be bound to ascertain or inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the Loan Documents other Financing Agreements on the part of the Loan Parties Borrower or of any of the terms of any such agreement by any party thereto and shall have no duty to inspect the property (including the books and records) of the Loan Parties; Borrower, (ed) shall incur no liability under or in respect of this Agreement or any of the Loan Documents other Financing Agreements or any other document or Collateral collateral by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram, cable or telex) furnished pursuant believed by the Agent to this Agreement be genuine and signed or any other Loan Document; (f) shall incur no liability to sent by the Loan Parties or any other Person as a consequence of any failure or delay in performance byproper party, or any breach by, any Lender or Lenders of any of its or their obligations under this Agreement; and (ge) may consult with legal counsel (including counsel for the BorrowersBorrower), independent public accountants and other experts selected by the Administrative AgentAgent and shall not be liable for any action taken or omitted to be taken in good faith in accordance with the advice of such counsel, accountants or experts. The Agent agrees to use the same degree of care, with respect to the performance of its duties hereunder, as it uses with respect to credit facilities in which it alone is interested.
Appears in 2 contracts
Samples: Loan and Security Agreement (Amcraft Building Products Co Inc), Loan and Security Agreement (American Builders & Contractors Supply Co Inc)
General Immunity. Neither the Administrative Agent nor any of the Administrative Agent’s its directors, officers, agents, attorneys agents or employees shall be liable or responsible in any manner to any Loan Party, any Lender or any other Person for any action taken or omitted to be taken by it or them under any of the Loan Documents or in connection therewith except for any liability imposed therewith, unless caused by law for its own or their gross negligence or willful misconduct or gross negligencemisconduct. Without limitation on limiting the generality of the foregoing, the Administrative Agent: :
(a) shall not be responsible to any Lender Bank for any recitals, statements, warranties, representations, warranties or failure or delay of performance under representations in the Loan Documents or in any agreement written or document related oral statement or in any financial or other statements, agreements, instruments, reports, certificates or other documents relative thereto or for the financial condition of the Loan Parties; Borrower;
(b) shall not be responsible for the authenticity, accuracy, completeness, value, validity, effectiveness, due execution, legality, genuineness, enforceability or sufficiency of any of the Loan Documents, any provisions thereof Documents or any document contemplated thereby; other agreements or any assignments, certificates, requests, financial statements, notice schedules or any opinions of counsel executed and delivered pursuant thereto;
(c) shall not be responsible for the validity, genuineness, creation, perfection or priority of any of the Liens created or reaffirmed by any of the Loan Documents, or the validity, genuineness, enforceability, existence, value or sufficiency of any Collateral or other security; (d) shall not be bound to ascertain or inquire as to the performance or observance of any of the terms, provisions, agreements, covenants or conditions of any of contained in the Loan Documents on the part of the Loan Parties Borrower, or of any of the terms of any such agreement by any party thereto or as to the use of the proceeds of the Loans and shall have no duty to inspect the property (including the books and records) of the Loan Parties; Borrower;
(ed) shall incur no liability under or in respect of any of the Loan Documents or any other document or Collateral by acting upon any notice, consent, certificate or other instrument or writing believed by Agent in good faith to be genuine and signed or sent by the proper party;
(which may be by telegram, cable or telex) furnished pursuant to this Agreement or any other Loan Document; (f) shall incur no liability to the Loan Parties or any other Person as a consequence of any failure or delay in performance by, or any breach by, any Lender or Lenders of any of its or their obligations under this Agreement; and (ge) may consult with legal counsel (including counsel for the BorrowersBorrower), independent public accountants and other experts selected by Agent and shall not be liable for any action taken or omitted to be taken in good faith in accordance with the Administrative Agentadvice of such counsel, accountants or experts; and
(f) subject to the provisions of Section 10.6(c), (i) Agent may act or refrain from acting under the Loan Documents in accordance with the instructions of the Required Banks or Banks, where appropriate in accordance with the terms of the Loan Documents, (ii) Agent shall be entitled to refrain from exercising any power, discretion or authority vested in it under any Loan Document unless and until it has obtained the instructions of Required Banks, where appropriate in accordance with the terms of the Loan Documents, or Banks, and (iii) no Bank shall have any right of action against Agent for acting or refraining from acting in accordance with this Section 10.4(f).
Appears in 2 contracts
Samples: Credit Agreement (McGrath Rentcorp), Credit Agreement (McGrath Rentcorp)
General Immunity. Neither the Administrative Agent Agents, the Arranger nor any of the Administrative Agent’s their directors, officers, agents, attorneys or employees shall be liable or responsible in any manner to any Loan Party, any Lender or any other Person for any action taken or omitted to be taken by it or them under the this Agreement or any other Loan Documents Document or in connection herewith or therewith except for any liability imposed by law for its or their own willful misconduct or gross negligence. Without limitation on limiting the generality of the foregoing, the Administrative AgentAgents and the Arranger: (ai) shall not be responsible to any Lender the Lenders for any recitals, statements, warranties, representations, warranties or failure representations under this Agreement or delay of performance under the any other Loan Documents Document or any agreement or document related relative hereto or thereto or for the financial or other condition of the Loan Parties; any Obligor, (bii) shall not be responsible for the authenticity, accuracy, completeness, value, validity, effectiveness, due execution, legality, genuineness, enforceability enforceability, collectibility or sufficiency of any of the Loan Documents, any provisions thereof this Agreement or any document contemplated thereby; other Loan Document or any other agreements or any assignments, certificates, requests, financial statements, projections, notices, schedules or opinions of counsel executed and delivered pursuant hereto or thereto, (c) shall not be responsible for the validity, genuineness, creation, perfection or priority of any of the Liens created or reaffirmed by any of the Loan Documents, or the validity, genuineness, enforceability, existence, value or sufficiency of any Collateral or other security; (diii) shall not be bound to ascertain or inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Loan Documents Document on the part of the Loan Parties Obligors or of any of the terms of any such agreement by any party hereto or thereto and shall have no duty to inspect the property (including the books and records) of any Obligor, (iv) shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by the Borrower or another Obligor or is cared for, protected or insured or that the Liens granted to the Administrative Agent herein or in any other Loan Parties; Document or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected, enforced, realized upon or are entitled to any particular priority, and (ev) shall incur no liability under or in respect of this Agreement or any of the other Loan Documents Document or any other document or Collateral by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram, cable cable, telex, telecopier or telexsimilar form of facsimile transmission) furnished pursuant believed by the Agents to this Agreement be genuine and signed or any other Loan Document; (f) shall incur no liability to sent by the Loan Parties or any other Person as a consequence of any failure or delay in performance by, or any breach by, any Lender or Lenders of any of its or their obligations under this Agreement; and (g) proper party. The Agents may consult with legal counsel (including counsel for the BorrowersBorrower), independent public accountants and other experts selected by the Administrative AgentAgents and shall not be liable for any action taken or omitted to be taken in good faith in accordance with the advice of such counsel, accountants or experts.
Appears in 1 contract
General Immunity. Neither the Administrative Agent nor any of the Administrative Agent’s directors, officers, agents, attorneys or employees shall be liable or responsible in any manner to any Loan Party, any Lender or any other Person for any action taken or omitted to be taken by it or them under the Loan Documents or in connection therewith except for any liability imposed by law for its own willful misconduct or gross negligence. Without limitation on the generality of the foregoing, the Administrative Agent: (a) No Agent shall not be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectibility or sufficiency hereof or of any recitals, statementsother Credit Document or for any representations, warranties, representationsrecitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or failure or delay of performance under the Loan Documents certificates or any agreement other documents furnished or document related thereto made by any Agent to Lenders or by or on behalf of Company to any Agent or any Lender in connection with the Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of the Loan Parties; (b) shall not be responsible any Credit Party or any other Person liable for the authenticity, accuracy, completeness, value, validity, effectiveness, due execution, legality, genuineness, enforceability or sufficiency payment of any of the Loan DocumentsObligations, nor shall any provisions thereof or any document contemplated thereby; (c) shall not Agent be responsible for the validity, genuineness, creation, perfection or priority of any of the Liens created or reaffirmed by any of the Loan Documents, or the validity, genuineness, enforceability, existence, value or sufficiency of any Collateral or other security; (d) shall not be bound required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or conditions of agreements contained in any of the Loan Credit Documents on or as to the part use of the Loan Parties proceeds of the Loans or as to the existence or possible existence of any Event of Default or Default. Anything contained herein to the contrary notwithstanding, Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Loans or the Letter of Credit Usage or the component amounts thereof.
(b) None of Agents nor any of their respective officers, partners, directors, employees or agents shall be liable to Lenders for any action taken or omitted by any Agent under or in connection with any of the terms Credit Documents except to the extent caused by such Agent’s gross negligence or willful misconduct. Each Agent shall be entitled to refrain from any act or the taking of any such agreement by any party thereto and shall have no duty to inspect the property action (including the books and recordsfailure to take an action) of the Loan Parties; (e) shall incur no liability under in connection herewith or in respect of with any of the Loan other Credit Documents or from the exercise of any power, discretion or authority vested in it hereunder or thereunder unless and until such Agent shall have received instructions in respect thereof from Requisite Lenders (or such other document Lenders as may be required to give such instructions under Section 10.5) and, upon receipt of such instructions from Requisite Lenders (or Collateral by acting such other Lenders, as the case may be), such Agent shall be entitled to act or (where so instructed) refrain from acting, or to exercise such power, discretion or authority, in accordance with such instructions. Without prejudice to the generality of the foregoing, (i) each Agent shall be entitled to rely, and shall be fully protected in relying, upon any noticecommunication, consent, certificate or other instrument or writing document believed by it to be genuine and correct and to have been signed or sent by the proper person or persons, and shall be entitled to rely and shall be protected in relying on opinions and judgments of attorneys (which who may be attorneys for Company and its Subsidiaries), accountants, experts and other professional advisors selected by telegram, cable or telex) furnished pursuant to this Agreement or any other Loan Document; (f) shall incur no liability to the Loan Parties or any other Person as a consequence of any failure or delay in performance by, or any breach by, any Lender or Lenders of any of its or their obligations under this Agreementit; and (gii) no Lender shall have any right of action whatsoever against any Agent as a result of such Agent acting or (where so instructed) refraining from acting hereunder or under any of the other Credit Documents in accordance with the instructions of Requisite Lenders (or such other Lenders as may consult with legal counsel (including counsel for the Borrowersbe required to give such instructions under Section 10.5), independent public accountants and other experts selected by the Administrative Agent.
Appears in 1 contract
General Immunity. Neither the Administrative Agent nor any of the Administrative Agent’s its directors, ---------------- officers, agents, attorneys or employees shall be liable or responsible in any manner to any Loan Party, any Lender or any other Person for any action taken or omitted to be taken by it or them under this Agreement or any of the Loan Documents other Financing Agreements or in connection therewith except for any liability imposed by law for its or their own willful misconduct or gross negligence. Without limitation on the generality of the foregoingforegoing but subject to the last sentence of this Section ------- 11.4, the Administrative Agent: (a) shall not be responsible to any Lender Lenders for any recitals, ---- statements, warranties, representations, warranties or failure representations under this Agreement or delay any of performance under the Loan Documents other Financing Agreements or any agreement or document related relative thereto or for the financial condition of the Loan Parties; Borrower, (b) shall not be responsible for the authenticity, accuracy, completeness, value, validity, effectiveness, due execution, legality, genuineness, enforceability or sufficiency of this Agreement or any of the Loan Documents, any provisions thereof other Financing Agreements or any document contemplated thereby; other agreements or any assignments, certificates, requests, financial statements, projections, notices, schedules or opinions of counsel executed and delivered pursuant thereto, (c) shall not be responsible for the validity, genuineness, creation, perfection or priority of any of the Liens created or reaffirmed by any of the Loan Documents, or the validity, genuineness, enforceability, existence, value or sufficiency of any Collateral or other security; (d) shall not be bound to ascertain or inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the Loan Documents other Financing Agreements on the part of the Loan Parties Borrower or of any of the terms of any such agreement by any party thereto and shall have no duty to inspect the property (including the books and records) of the Loan Parties; Borrower, (ed) shall incur no liability under or in respect of this Agreement or any of the Loan Documents other Financing Agreements or any other document or Collateral collateral by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram, cable or telex) furnished pursuant believed by the Agent to this Agreement be genuine and signed or any other Loan Document; (f) shall incur no liability to sent by the Loan Parties or any other Person as a consequence of any failure or delay in performance byproper party, or any breach by, any Lender or Lenders of any of its or their obligations under this Agreement; and (ge) may consult with legal counsel (including counsel for the BorrowersBorrower), independent public accountants and other experts selected by the Administrative AgentAgent and shall not be liable for any action taken or omitted to be taken in good faith in accordance with the advice of such counsel, accountants or experts. The Agent agrees to use the same degree of care, with respect to the performance of its duties hereunder, as it uses with respect to credit facilities in which it alone is interested.
Appears in 1 contract
Samples: Loan and Security Agreement (American Builders & Contractors Supply Co Inc)
General Immunity. Neither the Administrative Agent nor any of the Administrative Agent’s its directors, officers, agents, attorneys agents or employees shall be liable or responsible in any manner to any Loan Party, any Lender or any other Person for any action taken or omitted to be taken by it or them under any of the Loan Documents or in connection therewith except for any liability imposed therewith, unless caused by law for its own or their gross negligence or willful misconduct or gross negligencemisconduct. Without limitation on limiting the generality of the foregoing, the Administrative Agent: :
(a) shall not be responsible to any Lender Bank for any recitals, statements, warranties, representations, warranties or failure or delay of performance under representations in the Loan Documents or in any agreement written or document related oral statement or in any financial or other statements, agreements, instruments, reports, certificates or other documents relative thereto or for the financial condition of the Loan Parties; Borrower;
(b) shall not be responsible for the authenticity, accuracy, completeness, value, validity, effectiveness, due execution, legality, genuineness, enforceability or sufficiency of any of the Loan Documents, any provisions thereof Documents or any document contemplated thereby; other 25 agreements or any assignments, certificates, requests, financial statements, notice schedules or any opinions of counsel executed and delivered pursuant thereto;
(c) shall not be responsible for the validity, genuineness, creation, perfection or priority of any of the Liens created or reaffirmed by any of the Loan Documents, or the validity, genuineness, enforceability, existence, value or sufficiency of any Collateral or other security; (d) shall not be bound to ascertain or inquire as to the performance or observance of any of the terms, provisions, agreements, covenants or conditions of any of contained in the Loan Documents on the part of the Loan Parties Borrower, or of any of the terms of any such agreement by any party thereto or as to the use of the proceeds of the Loans and shall have no duty to inspect the property (including the books and records) of the Loan Parties; Borrower;
(ed) shall incur no liability under or in respect of any of the Loan Documents or any other document or Collateral by acting upon any notice, consent, certificate or other instrument or writing believed by Agent in good faith to be genuine and signed or sent by the proper party;
(which may be by telegram, cable or telex) furnished pursuant to this Agreement or any other Loan Document; (f) shall incur no liability to the Loan Parties or any other Person as a consequence of any failure or delay in performance by, or any breach by, any Lender or Lenders of any of its or their obligations under this Agreement; and (ge) may consult with legal counsel (including counsel for the BorrowersBorrower), independent public accountants and other experts selected by Agent and shall not be liable for any action taken or omitted to be taken in good faith in accordance with the Administrative Agentadvice of such counsel, accountants or experts; and
(f) subject to the provisions of Section 10.6(c), (i) Agent may act or refrain from acting under the Loan Documents in accordance with the instructions of the Required Banks or Banks, where appropriate in accordance with the terms of the Loan Documents, (ii) Agent shall be entitled to refrain from exercising any power, discretion or authority vested in it under any Loan Document unless and until it has obtained the instructions of Required Banks, where appropriate in accordance with the terms of the Loan Documents, or Banks, and (iii) no Bank shall have any right of action against Agent for acting or refraining from acting in accordance with this Section 10.4(f).
Appears in 1 contract
Samples: Credit Agreement (McGrath Rentcorp)
General Immunity. Neither the Administrative Agent Agents, the Arranger nor any of the Administrative Agent’s their directors, officers, agents, attorneys or employees shall be liable or responsible in any manner to any Loan Party, any Lender or any other Person for any action taken or omitted to be taken by it or them under the this Agreement or any other Loan Documents Document or in connection herewith or therewith except for any liability imposed by law for its or their own willful misconduct or gross negligence. Without limitation on limiting the generality of the foregoing, the Administrative AgentAgents and the Arranger: (ai) shall not be responsible to any Lender the Lenders for any recitals, statements, warranties, representations, warranties or failure representations under this Agreement or delay of performance under the any other Loan Documents Document or any agreement or document related relative hereto or thereto or for the financial or other condition of the Loan Parties; any Obligor, (bii) shall not be responsible for the authenticity, accuracy, completeness, value, validity, effectiveness, due execution, legality, genuineness, enforceability enforceability, collectibility or sufficiency of any of the Loan Documents, any provisions thereof this Agreement or any document contemplated thereby; other Loan Document or any other agreements or any assignments, certificates, requests, financial statements, projections, notices, schedules or opinions of counsel executed and delivered pursuant hereto or thereto, (c) shall not be responsible for the validity, genuineness, creation, perfection or priority of any of the Liens created or reaffirmed by any of the Loan Documents, or the validity, genuineness, enforceability, existence, value or sufficiency of any Collateral or other security; (diii) shall not be bound to ascertain or inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Loan Documents Document on the part of the Loan Parties Obligors or of any of the terms of any such agreement by any party hereto or thereto and shall have no duty to inspect the property (including the books and records) of the Loan Parties; any Obligor and (eiv) shall incur no liability under or in respect of this Agreement or any of the other Loan Documents Document or any other document or Collateral by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram, cable cable, telex, telecopier or telexsimilar form of facsimile transmission) furnished pursuant believed by the Agents to this Agreement be genuine and signed or any other Loan Document; (f) shall incur no liability to sent by the Loan Parties or any other Person as a consequence of any failure or delay in performance by, or any breach by, any Lender or Lenders of any of its or their obligations under this Agreement; and (g) proper party. The Agents may consult with legal counsel (including counsel for the BorrowersBorrower), independent public accountants and other experts selected by the Administrative AgentAgents and shall not be liable for any action taken or omitted to be taken in good faith in accordance with the advice of such counsel, accountants or experts.
Appears in 1 contract
Samples: Term Loan Agreement (Wheeling Pittsburgh Corp /De/)
General Immunity. Neither the Administrative Agent nor any of the Administrative Agent’s its directors, officers, agents, attorneys or employees shall be liable or responsible in any manner to any Loan Party, any Lender or any other Person for any action taken or omitted to be taken by it or them under the this Agreement or any other Loan Documents Document or in connection herewith or therewith except for any liability imposed by law for its or their own willful misconduct or gross negligencenegligence to the extent a court of competent jurisdiction shall have so determined by a final non-appealable judgment. Without limitation on limiting the generality of the foregoing, the Administrative Agent: (a) shall not be responsible to any Lender the Lenders for any recitals, statements, warranties, representations, warranties or failure representations under this Agreement or delay of performance under the any other Loan Documents Document or any agreement or document related relative hereto or thereto or for the financial or other condition of the Loan Parties; any Obligor, (b) shall not be responsible for the authenticity, accuracy, completeness, value, validity, effectiveness, due execution, legality, genuineness, enforceability enforceability, collectibility or sufficiency of any of the Loan Documents, any provisions thereof this Agreement or any document contemplated thereby; other Loan Document or any other agreements or any assignments, certificates, requests, financial statements, projections, notices, schedules or opinions of counsel executed and delivered pursuant hereto or thereto, (c) shall not be responsible for the validity, genuineness, creation, perfection or priority of any of the Liens created or reaffirmed by any of the Loan Documents, or the validity, genuineness, enforceability, existence, value or sufficiency of any Collateral or other security; (d) shall not be bound to ascertain or inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Loan Documents Document on the part of the Loan Parties any Obligor or of any of the terms of any such agreement by any party hereto or thereto and shall have no duty to inspect the property (including the books and records) of any Obligor, (d) shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by an Obligor or is cared for, protected or insured or that the Liens granted to the Administrative Agent in any Loan Parties; Document or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected, enforced, realized upon or are entitled to any particular priority, and (e) shall incur no liability under or in respect of this Agreement or any of the other Loan Documents Document or any other document or Collateral by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram, cable cable, telex, telecopier or telexsimilar form of facsimile transmission) furnished pursuant believed by the Administrative Agent to this Agreement be genuine and signed or any other Loan Document; (f) shall incur no liability to sent by the Loan Parties or any other Person as a consequence of any failure or delay in performance by, or any breach by, any Lender or Lenders of any of its or their obligations under this Agreement; and (g) proper party. The Administrative Agent may consult with legal counsel (including counsel for the Borrowers)counsel, independent public accountants and other experts selected by the Administrative AgentAgent and shall not be liable for any action taken or omitted to be taken in good faith in accordance with the advice of such counsel, accountants or experts.
Appears in 1 contract
General Immunity. Neither the Administrative Agent nor any of the Administrative Agent’s its directors, officers, agents, attorneys or employees shall be liable or responsible in any manner to any Loan Party, any Lender or any other Person for any action taken or omitted to be taken by it or them under this Agreement or any of the Loan Documents other Financing Agreements or in connection therewith except for any liability imposed by law for its or their own willful misconduct or gross negligence. Without limitation on the generality of the foregoing, the Administrative foregoing Agent: (a) shall not be responsible to any Lender Lenders for any recitals, statements, warranties, representations, warranties or failure representations under this Agreement or delay any of performance under the Loan Documents other Financing Agreements or any agreement or document related relative thereto or for the financial condition of the Loan Parties; , (b) shall not be responsible for the authenticity, accuracy, completeness, value, validity, effectiveness, due execution, legality, genuineness, enforceability or sufficiency of this Agreement or any of the Loan Documents, any provisions thereof other Financing Agreements or any document contemplated thereby; other agreements or any assignments, certificates, requests, financial statements, projections, notices, schedules or opinions of counsel executed and delivered pursuant thereto, (c) shall not be responsible for the validity, genuineness, creation, perfection or priority of any of the Liens created or reaffirmed by any of the Loan Documents, or the validity, genuineness, enforceability, existence, value or sufficiency of any Collateral or other security; (d) shall not be bound to ascertain or inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the Loan Documents other Financing Agreements on the part of the Loan Parties Obligors or of any of the terms of any such agreement by any party thereto and shall have no duty to inspect the property (including the books and records) of the Loan Parties; , (ed) shall incur no liability under or in respect of this Agreement or any of the Loan Documents other Financing Agreements or any other document 71 78 or Collateral collateral by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram, cable or telex) furnished pursuant believed by Agent to this Agreement be genuine and signed or any other Loan Document; (f) shall incur no liability to sent by the Loan Parties or any other Person as a consequence of any failure or delay in performance by, or any breach by, any Lender or Lenders of any of its or their obligations under this Agreement; proper party and (ge) may consult with legal counsel (including counsel for the BorrowersLoan Parties), independent public accountants accounts and other experts selected by Agent and shall not be liable for any action taken or omitted to be taken in good faith in accordance with the Administrative Agentadvice of such counsel, accountants or experts.
Appears in 1 contract
Samples: Loan and Security Agreement (Action Performance Companies Inc)
General Immunity. Neither the Administrative Agent nor any of the Administrative Agent’s its directors, officers, agents, attorneys agents or employees shall be liable or responsible in any manner to any Loan Party, any Lender or any other Person for any action taken or omitted to be taken by it or them under any of the Loan Documents or in connection therewith except for any liability imposed therewith, unless caused by law for its own or their gross negligence or willful misconduct or gross negligencemisconduct. Without limitation on limiting the generality of the foregoing, the Administrative Agent: :
(a) shall not be responsible to any Lender Bank for any recitals, statements, warranties, representations, warranties or failure or delay of performance under representations in the Loan Documents or in any agreement written or document related oral statement or in any financial or other statements, agreements, instruments, reports, certificates or other documents relative thereto or for the financial condition of the Loan Parties; Borrower;
(b) shall not be responsible for the authenticity, accuracy, completeness, value, validity, effectiveness, due execution, legality, genuineness, enforceability or sufficiency of any of the Loan Documents, any provisions thereof Documents or any document contemplated thereby; other agreements or any assignments, certificates, requests, financial statements, notice schedules or any opinions of counsel executed and delivered pursuant thereto;
(c) shall not be responsible for the validity, genuineness, creation, perfection or priority of any of the Liens created or reaffirmed by any of the Loan Documents, or the validity, genuineness, enforceability, existence, value or sufficiency of any Collateral or other security; (d) shall not be bound to ascertain or inquire as to the performance or observance of any of the terms, provisions, agreements, covenants or conditions of any of contained in the Loan Documents on the part of the Loan Parties Borrower, or of any of the terms of any such agreement by any party thereto or as to the use of the proceeds of the Loans and shall have no duty to inspect the property (including the books and records) of the Loan Parties; Borrower;
(ed) shall incur no liability under or in respect of any of the Loan Documents or any other document or Collateral by acting upon any notice, consent, certificate or other instrument or writing believed by Agent in good faith to be genuine and signed or sent by the proper party;
(which may be by telegram, cable or telex) furnished pursuant to this Agreement or any other Loan Document; (f) shall incur no liability to the Loan Parties or any other Person as a consequence of any failure or delay in performance by, or any breach by, any Lender or Lenders of any of its or their obligations under this Agreement; and (ge) may consult with legal counsel (including counsel for the BorrowersBorrower), independent public accountants and other experts selected by Agent and shall not be liable for any action taken or omitted to be taken in good faith in accordance with the Administrative Agentadvice of such counsel, accountants or experts; and
(f) subject to the provisions of Section 10.6.3, (i) Agent may act or refrain from acting under the Loan Documents in accordance with the instructions of the Required Banks or Banks, where appropriate in accordance with the terms of the Loan Documents, (ii) Agent shall be entitled to refrain from exercising any power, discretion or authority vested in it under any Loan Document unless and until it has obtained the instructions of Required Banks, where appropriate in accordance with the terms of the Loan Documents, or Banks, and (iii) no Bank shall have any right of action against Agent for acting or refraining from acting in accordance with this Section 10.4(f).
Appears in 1 contract
Samples: Credit Agreement (McGrath Rentcorp)
General Immunity. Neither the Administrative any Agent nor any of the Administrative Agent’s its directors, officers, agents, attorneys or employees shall be liable or responsible in any manner to any Loan Party, other Agent or any Lender or any other Person for any action taken or omitted to be taken by it or them under this Agreement or the Loan Documents Related Agreements or in connection herewith or therewith except for any liability imposed by law for its or their own willful misconduct or gross negligence. Without limitation on limiting the generality of the foregoing, the Administrative no Agent: (ai) shall not be responsible to any other Agent or any Lender for any recitals, statements, warranties, representations, warranties or failure representations under this Agreement or delay of performance under the Loan Documents Related Agreements or any agreement or document related relative hereto or thereto or for the financial or other condition of the Loan Parties; any Obligor, (bii) shall not be responsible for the authenticity, accuracy, completeness, value, validity, effectiveness, due execution, legality, genuineness, enforceability enforceability, collectibility or sufficiency of any of this Agreement or the Loan Documents, any provisions thereof Related Agreements or any document contemplated thereby; other agreements or any assignments, certificates, requests, financial statements, projections, notices, schedules or opinions of counsel executed and delivered pursuant hereto or thereto, (ciii) shall not be responsible for the validity, genuineness, creation, perfection or priority of any of the Liens created or reaffirmed by any of the Loan Documents, or the validity, genuineness, enforceability, existence, value or sufficiency of any Collateral or other security; (d) shall not be bound to ascertain or inquire as to the performance or observance of any of the terms, covenants or conditions of any of this Agreement or the Loan Documents Related Agreements on the part of the Loan Parties Obligors or of any of the terms of any such agreement by any party hereto or thereto and shall have no duty to inspect the property (including the books and records) of any Obligor, (iv) shall have any obligation whatsoever to any other Agent or any Lender or to any other Person to assure that the Loan Parties; Collateral exists or is owned by a Borrower or another Obligor or is cared for, protected or insured or that the Liens granted to Administrative Agent herein or in Related Agreements or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected, enforced, realized upon or are entitled to any particular priority, and (ev) shall incur no any liability under or in respect of any of this Agreement or the Loan Documents Related Agreements or any other document or Collateral by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram, cable cable, telex, telecopier or telexsimilar form of facsimile transmission) furnished pursuant believed by such Agent to this Agreement be genuine and signed or any other Loan Document; (f) shall incur no liability to sent by the Loan Parties or any other Person as a consequence of any failure or delay in performance by, or any breach by, any Lender or Lenders of any of its or their obligations under this Agreement; and (g) proper party. Each Agent may consult with legal counsel (including counsel for the Borrowerseither Borrower), independent public accountants accountants, auditors and other experts selected by such Agent and shall not be liable for any action taken or omitted to be taken in good faith in accordance with the Administrative Agentadvice of such counsel, accountants or experts.
Appears in 1 contract
Samples: Loan and Security Agreement (Pioneer Companies Inc)
General Immunity. Neither the Administrative Agent nor any of the Administrative Agent’s directors, officers, agents, attorneys or employees shall be liable or responsible in any manner to any Loan Party, any Lender or any other Person for any action taken or omitted to be taken by it or them under the Loan Documents or in connection therewith except for any liability imposed by law for its own willful misconduct or gross negligence. Without limitation on the generality of the foregoing, the Administrative Agent: (a) No Agent shall not be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectibility or sufficiency hereof or of any recitals, statementsother Credit Document or for any representations, warranties, representationsrecitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or failure or delay of performance under the Loan Documents certificates or any agreement other documents furnished or document related thereto made by any Agent to Lenders or by or on behalf of Company to any Agent or any Lender in connection with the Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of the Loan Parties; (b) shall not be responsible any Credit Party or any other Person liable for the authenticity, accuracy, completeness, value, validity, effectiveness, due execution, legality, genuineness, enforceability or sufficiency payment of any of the Loan DocumentsObligations, nor shall any provisions thereof or any document contemplated thereby; (c) shall not Agent be responsible for the validity, genuineness, creation, perfection or priority of any of the Liens created or reaffirmed by any of the Loan Documents, or the validity, genuineness, enforceability, existence, value or sufficiency of any Collateral or other security; (d) shall not be bound required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or conditions of agreements contained in any of the Loan Credit Documents on or as to the part use of the Loan Parties proceeds of the Term Loans or as to the existence or possible existence of any Event of Default or Default. Anything contained herein to the contrary notwithstanding, Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Term Loans.
(b) None of Agents nor any of their respective officers, partners, directors, employees or agents shall be liable to Lenders for any action taken or omitted by any Agent under or in connection with any of the terms Credit Documents except to the extent caused by such Agent's gross negligence or willful misconduct. Each Agent shall be entitled to refrain from any act or the taking of any such agreement by any party thereto and shall have no duty to inspect the property action (including the books and recordsfailure to take an action) of the Loan Parties; (e) shall incur no liability under in connection herewith or in respect of with any of the Loan other Credit Documents or from the exercise of any power, discretion or authority vested in it hereunder or thereunder unless and until such Agent shall have received instructions in respect thereof from Requisite Lenders (or such other document Lenders as may be required to give such instructions under Section 10.5) and, upon receipt of such instructions from Requisite Lenders (or Collateral by acting such other Lenders, as the case may be), such Agent shall be entitled to act or (where so instructed) refrain from acting, or to exercise such power, discretion or authority, in accordance with such instructions. Without prejudice to the generality of the foregoing, (i) each Agent shall be entitled to rely, and shall be fully protected in relying, upon any noticecommunication, consent, certificate or other instrument or writing document believed by it to be genuine and correct and to have been signed or sent by the proper person or persons, and shall be entitled to rely and shall be protected in relying on opinions and judgments of attorneys (which who may be attorneys for Company and its Subsidiaries), accountants, experts and other professional advisors selected by telegram, cable or telex) furnished pursuant to this Agreement or any other Loan Document; (f) shall incur no liability to the Loan Parties or any other Person as a consequence of any failure or delay in performance by, or any breach by, any Lender or Lenders of any of its or their obligations under this Agreementit; and (gii) no Lender shall have any right of action whatsoever against any Agent as a result of such Agent acting or (where so instructed) refraining from acting hereunder or under any of the other Credit Documents in accordance with the instructions of Requisite Lenders (or such other Lenders as may consult with legal counsel (including counsel for the Borrowersbe required to give such instructions under Section 10.5), independent public accountants and other experts selected by the Administrative Agent.
Appears in 1 contract
Samples: Senior Unsecured Term Loan and Guaranty Agreement (Simmons Co /Ga/)
General Immunity. Neither the Administrative Agent nor any of the Administrative Agent’s directors, officers, agents, attorneys or employees shall be liable or responsible in any manner to any Loan Party, any Lender or any other Person for any action taken or omitted to be taken by it or them under the Loan Documents or in connection therewith except for any liability imposed by law for its own willful misconduct or gross negligence. Without limitation on the generality of the foregoing, the Administrative Agent: (a) No Agent shall not be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof or any recitals, statementsother Credit Document or for any representations, warranties, representationsrecitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or failure or delay of performance under the Loan Documents certificates or any agreement other documents furnished or document related thereto made by any of Agent to Lenders or by or on behalf of any Credit Party to any Agent or any Lender in connection with the Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of the Loan Parties; (b) shall not be responsible any Credit Party or any other Person liable for the authenticity, accuracy, completeness, value, validity, effectiveness, due execution, legality, genuineness, enforceability or sufficiency payment of any of the Loan DocumentsObligations, nor shall any provisions thereof or any document contemplated thereby; (c) shall not Agent be responsible for the validity, genuineness, creation, perfection or priority of any of the Liens created or reaffirmed by any of the Loan Documents, or the validity, genuineness, enforceability, existence, value or sufficiency of any Collateral or other security; (d) shall not be bound required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or conditions of agreements contained in any of the Loan Credit Documents on or as to the part use of the Loan Parties proceeds of the Loans or as to the existence or possible existence of any Event of Default or Default. Anything contained herein to the contrary notwithstanding, Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Loans or Letter of Credit Usage or the component amounts thereof.
(b) No Agent nor any of its officers, partners, directors, employees or agents shall be liable to Lenders for any action taken or omitted by any Agent under or in connection with any of the terms Credit Documents except to the extent caused by such Agent's gross negligence or willful misconduct. Each Agent shall be entitled to refrain from any act or the taking of any such agreement by any party thereto and shall have no duty to inspect the property action (including the books and recordsfailure to take an action) of the Loan Parties; (e) shall incur no liability under in connection herewith or in respect of any of the Loan other Credit Documents or from the exercise of any power, discretion or authority vested in it hereunder or thereunder unless and until such Agent shall have received instructions in respect thereof from Requisite Lenders (or such other document Lenders as may be required to give such instructions under Section 10.5) and, upon receipt of such instructions from Requisite Lenders (or Collateral by acting such other Lenders, as the case may be), such Agent shall be entitled to act or (where so instructed) refrain from acting, or to exercise such power, discretion or authority, in accordance with such instructions. Without prejudice to the generality of the foregoing, (i) each Agent shall be entitled to rely, and shall be fully protected in relying, upon any noticecommunication, consent, certificate or other instrument or writing document believed by it to be genuine and correct and to have been signed or sent by the proper Person or Persons, and shall be entitled to rely and shall be protected in relying on opinions and judgments of attorneys (which who may be attorneys for Holdings and its Subsidiaries), accountants, experts and other professional advisors selected by telegram, cable or telex) furnished pursuant to this Agreement or any other Loan Document; (f) shall incur no liability to the Loan Parties or any other Person as a consequence of any failure or delay in performance by, or any breach by, any Lender or Lenders of any of its or their obligations under this Agreementit; and (gii) no Lender shall have any right of action whatsoever against any Agent as a result of such Agent acting or (where so instructed) refraining from acting hereunder or any of the other Credit Documents in accordance with the instructions of Requisite Lenders (or such other Lenders as may consult with legal counsel (including counsel for the Borrowersbe required to give such instructions under Section 10.5), independent public accountants and other experts selected by the Administrative Agent.
Appears in 1 contract
General Immunity. Neither the Administrative Agent Agents, the Arranger nor any ---------------- of the Administrative Agent’s their directors, officers, agents, attorneys or employees shall be liable or responsible in any manner to any Loan Party, any Lender or any other Person for any action taken or omitted to be taken by it or them under the this Agreement or any other Loan Documents Document or in connection herewith or therewith except for any liability imposed by law for its or their own willful misconduct or gross negligence. Without limitation on limiting the generality of the foregoing, the Administrative AgentAgents and the Arranger: (ai) shall not be responsible to any Lender the Lenders for any recitals, statements, warranties, representations, warranties or failure representations under this Agreement or delay of performance under the any other Loan Documents Document or any agreement or document related relative hereto or thereto or for the financial or other condition of the Loan Parties; any Obligor, (bii) shall not be responsible for the authenticity, accuracy, completeness, value, validity, effectiveness, due execution, legality, genuineness, enforceability enforceability, collectibility or sufficiency of any of the Loan Documents, any provisions thereof this Agreement or any document contemplated thereby; other Loan Document or any other agreements or any assignments, certificates, requests, financial statements, projections, notices, schedules or opinions of counsel executed and delivered pursuant hereto or thereto, (c) shall not be responsible for the validity, genuineness, creation, perfection or priority of any of the Liens created or reaffirmed by any of the Loan Documents, or the validity, genuineness, enforceability, existence, value or sufficiency of any Collateral or other security; (diii) shall not be bound to ascertain or inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Loan Documents Document on the part of the Loan Parties Obligors or of any of the terms of any such agreement by any party hereto or thereto and shall have no duty to inspect the property (including the books and records) of any Obligor, (iv) shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by the Borrower or another Obligor or is cared for, protected or insured or that the Liens granted to the Administrative Agent herein or in any other Loan Parties; Document or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected, enforced, realized upon or are entitled to any particular priority, and (ev) shall incur no liability under or in respect of this Agreement or any of the other Loan Documents Document or any other document or Collateral by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram, cable cable, telex, telecopier or telexsimilar form of facsimile transmission) furnished pursuant believed by any Agent to this Agreement be genuine and signed or any other Loan Document; (f) shall incur no liability to sent by the Loan Parties or any other Person as a consequence of any failure or delay in performance by, or any breach by, any Lender or Lenders of any of its or their obligations under this Agreement; and (g) proper party. Each Agent may consult with legal counsel (including counsel for the BorrowersBorrower), independent public accountants and other experts selected by such Agent and shall not be liable for any action taken or omitted to be taken in good faith in accordance with the Administrative Agentadvice of such counsel, accountants or experts.
Appears in 1 contract
General Immunity. Neither the Administrative Agent Bank nor any of the Administrative Agent’s Bank's directors, officers, agents, attorneys or employees shall be liable or responsible in any manner to any Loan Party, any Lender or any other Person Bank for any action taken or omitted to be taken by it or them under the Loan Documents or in connection therewith except that the Administrative Bank shall be obligated on the terms set forth herein for performance of its express obligations hereunder and except that no Person shall be relieved of any liability imposed by law for its own willful misconduct intentional tort or gross negligence. Without limitation on limiting the generality of the foregoing, the Administrative AgentBank: (a) shall not be responsible to any Lender Bank for any recitals, statements, warranties, representations, warranties or failure or delay of performance representations under the Loan Documents or any agreement or document related relative thereto or for the financial condition of the Loan PartiesBorrower; (b) shall not be responsible for the authenticity, accuracy, completeness, value, validity, effectiveness, due execution, legality, genuineness, enforceability or sufficiency of any of the Loan Documents, any provisions thereof or any document contemplated thereby; (c) shall not be responsible for the validity, genuineness, creation, perfection or priority of any of the Liens created or reaffirmed by any of the Loan Documents, or the validity, genuineness, enforceability, existence, value or sufficiency of any Collateral or other security; (d) shall not be bound to ascertain or inquire as to the performance or observance of any of the terms, covenants or conditions of any of the Loan Documents on the part of the Loan Parties Borrower or of any of the terms of any such agreement by any party thereto and shall have no duty to inspect the property (including the books and records) of the Loan PartiesBorrower; (e) shall incur no liability under or in respect of any of the Loan Documents or any other document or Collateral by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram, cable or telex) furnished pursuant believed by the Administrative Bank to this Agreement be genuine and signed or any other Loan Document; (f) shall incur no liability to sent by the Loan Parties or any other Person as a consequence of any failure or delay in performance by, or any breach by, any Lender or Lenders of any of its or their obligations under this Agreementproper party; and (gf) may consult with legal counsel (including counsel for the BorrowersBorrower), independent public accountants and other experts selected by the Administrative AgentBank and shall not be liable for any action taken or omitted to be taken in accordance with the advice of such counsel, accountants or experts.
Appears in 1 contract
Samples: Credit Agreement (Pemstar Inc)
General Immunity. Neither the Administrative Agent Agents, the Arranger nor any of the Administrative Agent’s their directors, officers, agents, attorneys or employees shall be liable or responsible in any manner to any Loan Party, any Lender or any other Person for any action taken or omitted to be taken by it or them under the this Agreement or any other Loan Documents Document or in connection herewith or therewith except for any liability imposed by law for its or their own willful misconduct or gross negligence. Without limitation on limiting the generality of the foregoing, the Administrative AgentAgents and the Arranger: (ai) shall not be responsible to any Lender the Lenders for any recitals, statements, warranties, representations, warranties or failure representations under this Agreement or delay of performance under the any other Loan Documents Document or any agreement or document related relative hereto or thereto or for the financial or other condition of the Loan Parties; any Obligor, (bii) shall not be responsible to the Lenders for the authenticity, accuracy, completeness, value, validity, effectiveness, due execution, legality, genuineness, enforceability enforceability, collectibility or sufficiency of any of the Loan Documents, any provisions thereof this Agreement or any document contemplated thereby; other Loan Document or any other agreements or any assignments, certificates, requests, financial statements, projections, notices, schedules or opinions of counsel executed and delivered pursuant hereto or thereto, (c) shall not be responsible for the validity, genuineness, creation, perfection or priority of any of the Liens created or reaffirmed by any of the Loan Documents, or the validity, genuineness, enforceability, existence, value or sufficiency of any Collateral or other security; (diii) shall not be bound to ascertain or inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Loan Documents Document on the part of the Loan Parties Obligors or of any of the terms of any such agreement by any party hereto or thereto and shall have no duty to inspect the property (including the books and records) of any Obligor, (iv) shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by the Borrower, PAAC or another Obligor or is cared for, protected or insured or that the Liens granted to the Administrative Agent herein or in any other Loan Parties; Document or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected, enforced, realized upon or are entitled to any particular priority, and (ev) shall incur no liability under or in respect of this Agreement or any of the other Loan Documents Document or any other document or Collateral by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram, cable cable, telex, telecopier or telexsimilar form of facsimile transmission) furnished pursuant believed by the Agents to this Agreement be genuine and signed or any other Loan Document; (f) shall incur no liability to sent by the Loan Parties or any other Person as a consequence of any failure or delay in performance by, or any breach by, any Lender or Lenders of any of its or their obligations under this Agreement; and (g) proper party. The Agents may consult with legal counsel (including counsel for the BorrowersBorrower), independent public accountants and other experts selected by the Administrative AgentAgents and shall not be liable for any action taken or omitted to be taken in good faith in accordance with the advice of such counsel, accountants or experts.
Appears in 1 contract
General Immunity. Neither the Administrative Agent Bank nor any ---------------- of the Administrative Agent’s Bank's directors, officers, agents, attorneys or employees shall be liable or responsible in any manner to any Loan Party, any Lender or any other Person Bank for any action taken or omitted to be taken by it or them under the Loan Documents or in connection therewith except that the Administrative Bank shall be obligated on the terms set forth herein for performance of its express obligations hereunder and except that no Person shall be relieved of any liability imposed by law for its own willful misconduct intentional tort or gross negligence. Without limitation on limiting the generality of the foregoing, the Administrative AgentBank: (a) shall not be responsible to any Lender Bank for any recitals, statements, warranties, representations, warranties or failure or delay of performance representations under the Loan Documents or any agreement or document related relative thereto or for the financial condition of the Loan PartiesBorrower; (b) shall not be responsible for the authenticity, accuracy, completeness, value, validity, effectiveness, due execution, legality, genuineness, enforceability or sufficiency of any of the Loan Documents, any provisions thereof or any document contemplated thereby; (c) shall not be responsible for the validity, genuineness, creation, perfection or priority of any of the Liens created or reaffirmed by any of the Loan Documents, or the validity, genuineness, enforceability, existence, value or sufficiency of any Collateral or other security; (d) shall not be bound to ascertain or inquire as to the performance or observance of any of the terms, covenants or conditions of any of the Loan Documents on the part of the Loan Parties Borrower or of any of the terms of any such agreement by any party thereto and shall have no duty to inspect the property (including the books and records) of the Loan PartiesBorrower; (e) shall incur no liability under or in respect of any of the Loan Documents or any other document or Collateral by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram, cable or telex) furnished pursuant believed by the Administrative Bank to this Agreement be genuine and signed or any other Loan Document; (f) shall incur no liability to sent by the Loan Parties or any other Person as a consequence of any failure or delay in performance by, or any breach by, any Lender or Lenders of any of its or their obligations under this Agreementproper party; and (gf) may consult with legal counsel (including counsel for the BorrowersBorrower), independent public accountants and other experts selected by the Administrative AgentBank and shall not be liable for any action taken or omitted to be taken in accordance with the advice of such counsel, accountants or experts.
Appears in 1 contract
General Immunity. Neither the Administrative Bank, the Collateral Agent nor any of the Administrative Agent’s such Person's directors, officers, agents, attorneys or employees shall be liable or responsible in any manner to any Loan Party, any Lender or any other Person for any action taken or omitted to be taken by it or them under the Loan Documents or in connection therewith except that each such Person shall be obligated on the terms set forth herein for performance of its express obligations hereunder and except that no Person shall be relieved of any liability imposed by law for its own intentional tort, gross negligence or willful misconduct or gross negligencemisconduct. Without limitation on limiting the generality of the foregoing, neither the Administrative Bank nor the Collateral Agent: (a) shall not be responsible to any Lender for any recitals, statements, warranties, representations, warranties or failure or delay of performance representations under the Loan Documents or any agreement or document related relative thereto or for the financial condition of the Loan PartiesBorrower; (b) shall not be responsible for the authenticity, accuracy, completeness, value, validity, effectiveness, due execution, legality, genuineness, enforceability or sufficiency of any of the Loan Documents, any provisions thereof or any document contemplated thereby; (c) shall not be responsible for the validity, genuineness, creation, perfection or priority of any of the Liens created or reaffirmed by any of the Loan Documents, or the validity, genuineness, enforceability, existence, value or sufficiency of any Collateral the Project or other security; (d) shall not be bound to ascertain or inquire as to the performance or observance of any of the terms, covenants or conditions of any of the Loan Documents on the part of the Loan Parties Borrower or of any of the terms of any such agreement by any party thereto and shall have no duty to inspect the property (including the books and records) of the Loan PartiesBorrower; (e) shall incur no any liability under or in respect of any of the Loan Documents or any other document or Collateral the Project by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram, cable or telex) furnished pursuant reasonably believed by the Administrative Bank to this Agreement be genuine and signed or any other Loan Document; (f) shall incur no liability to sent by the Loan Parties or any other Person as a consequence of any failure or delay in performance by, or any breach by, any Lender or Lenders of any of its or their obligations under this Agreementproper party; and (gf) may consult with legal counsel (including counsel for the BorrowersBorrower), independent public accountants and other experts selected by such Person and shall not be liable for any action taken or omitted to be taken in accordance with the Administrative Agentadvice of such counsel, accountants or experts.
Appears in 1 contract
Samples: Master Construction and Term Loan Agreement (Life Time Fitness Inc)
General Immunity. Neither the Administrative Agent nor any of the Administrative Agent’s its directors, officers, agents, attorneys or employees shall be liable or responsible in any manner to any Loan Party, any Lender or any other Person for any action taken or omitted to be taken by it or them under this Agreement or the Loan Documents Related Agreements or in connection herewith or therewith except for any liability imposed by law for its or their own willful misconduct or gross negligence. Without limitation on limiting the generality of the foregoing, the Administrative Agent: (ai) shall not be responsible to any Lender Lenders for any recitals, statements, warranties, representations, warranties or failure representations under this Agreement or delay of performance under the Loan Documents Related Agreements or any agreement or document related relative hereto or thereto or for the financial or other condition of the Loan Parties; any Obligor, (bii) shall not be responsible for the authenticity, accuracy, completeness, value, validity, effectiveness, due execution, legality, genuineness, enforceability enforceability, collectibility or sufficiency of any of this Agreement or the Loan Documents, any provisions thereof Related Agreements or any document contemplated thereby; other agreements or any assignments, certificates, requests, financial statements, projections, notices, schedules or opinions of counsel executed and delivered pursuant hereto or thereto, (c) shall not be responsible for the validity, genuineness, creation, perfection or priority of any of the Liens created or reaffirmed by any of the Loan Documents, or the validity, genuineness, enforceability, existence, value or sufficiency of any Collateral or other security; (diii) shall not be bound to ascertain or inquire as to the performance or observance of any of the terms, covenants or conditions of any of this Agreement or the Loan Documents Related Agreements on the part of the Loan Parties Obligors or of any of the terms of any such agreement by any party hereto or thereto and shall have no duty to inspect the property (including the books and records) of any Obligor, (iv) shall have no obligation whatsoever to Lenders or to any other Person to assure that the Loan Parties; property subject to Agent's Lien exists or is owned by Borrower or any other Obligor or is cared for, protected or insured or that the Liens granted to Agent herein or in Related Agreements or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected, enforced, realized upon or are entitled to any particular priority, and (ev) shall incur no liability under or in respect of any of this Agreement or the Loan Documents Related Agreements or any other document or Collateral by acting upon any telephone or written notice, consent, certificate or other instrument or writing (which may be by telegram, cable cable, telex, telecopier or telex) furnished pursuant similar form of facsimile transmission), telephone message, statement or other document or conversation believed by it to this Agreement be genuine and correct and to have been signed, sent or any other Loan Document; (f) shall incur no liability to made by the Loan Parties proper Person or any other Person as a consequence of any failure or delay in performance by, or any breach by, any Lender or Lenders of any of its or their obligations under this Agreement; and (g) Persons. Agent may consult with legal counsel (including counsel for the BorrowersBorrower), independent public accountants and other experts selected by Agent and shall not be liable for any action taken or omitted to be taken in good faith in accordance with the Administrative Agentadvice of such counsel, accountants or experts.
Appears in 1 contract
Samples: Loan and Security Agreement (Decrane Aircraft Holdings Inc)
General Immunity. Neither the Administrative Agent nor any of the Administrative Agent’s directors, officers, agents, attorneys or employees shall be liable or responsible in any manner to any Loan Party, any Lender or any other Person for any action taken or omitted to be taken by it or them under the Loan Documents or in connection therewith except for any liability imposed by law for its own willful misconduct or gross negligence. Without limitation on the generality of the foregoing, the Administrative Agent: (a) No Agent shall not be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectibility or sufficiency hereof or of any recitals, statementsother Credit Document or for any representations, warranties, representationsrecitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or failure or delay of performance under the Loan Documents certificates or any agreement other documents furnished or document related thereto made by any Agent to Lenders or by or on behalf of Company to any Agent or any Lender in connection with the Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of the Loan Parties; (b) shall not be responsible any Credit Party or any other Person liable for the authenticity, accuracy, completeness, value, validity, effectiveness, due execution, legality, genuineness, enforceability or sufficiency payment of any of the Loan DocumentsObligations, nor shall any provisions thereof or any document contemplated thereby; (c) shall not Agent be responsible for the validity, genuineness, creation, perfection or priority of any of the Liens created or reaffirmed by any of the Loan Documents, or the validity, genuineness, enforceability, existence, value or sufficiency of any Collateral or other security; (d) shall not be bound required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or conditions of agreements contained in any of the Loan Credit Documents on or as to the part use of the Loan Parties proceeds of the Loans or as to the existence or possible existence of any Event of Default or Default. Anything contained herein to the contrary notwithstanding, Administrative Agent shall not have any liability arising from CREDIT AND GUARANTY AGREEMENT EXECUTION 824610-New York Server 7A 127 confirmations of the amount of outstanding Loans or the Letter of Credit Usage or the component amounts thereof.
(b) None of Agents nor any of their respective officers, partners, directors, employees or agents shall be liable to Lenders for any action taken or omitted by any Agent under or in connection with any of the terms Credit Documents except to the extent caused by such Agent's gross negligence or willful misconduct. Each Agent shall be entitled to refrain from any act or the taking of any such agreement by any party thereto and shall have no duty to inspect the property action (including the books and recordsfailure to take an action) of the Loan Parties; (e) shall incur no liability under in connection herewith or in respect of with any of the Loan other Credit Documents or from the exercise of any power, discretion or authority vested in it hereunder or thereunder unless and until such Agent shall have received instructions in respect thereof from Requisite Lenders (or such other document Lenders as may be required to give such instructions under Section 10.5) and, upon receipt of such instructions from Requisite Lenders (or Collateral by acting such other Lenders, as the case may be), such Agent shall be entitled to act or (where so instructed) refrain from acting, or to exercise such power, discretion or authority, in accordance with such instructions. Without prejudice to the generality of the foregoing, (i) each Agent shall be entitled to rely, and shall be fully protected in relying, upon any noticecommunication, consent, certificate or other instrument or writing document believed by it to be genuine and correct and to have been signed or sent by the proper person or persons, and shall be entitled to rely and shall be protected in relying on opinions and judgments of attorneys (which who may be attorneys for Company and its Subsidiaries), accountants, experts and other professional advisors selected by telegram, cable or telex) furnished pursuant to this Agreement or any other Loan Document; (f) shall incur no liability to the Loan Parties or any other Person as a consequence of any failure or delay in performance by, or any breach by, any Lender or Lenders of any of its or their obligations under this Agreementit; and (gii) no Lender shall have any right of action whatsoever against any Agent as a result of such Agent acting or (where so instructed) refraining from acting hereunder or under any of the other Credit Documents in accordance with the instructions of Requisite Lenders (or such other Lenders as may consult with legal counsel (including counsel for the Borrowersbe required to give such instructions under Section 10.5), independent public accountants and other experts selected by the Administrative Agent.
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General Immunity. Neither the Administrative Agent nor any of the Administrative Agent’s 's directors, officers, agents, attorneys or employees shall be liable or responsible in any manner to any Loan Party, any Lender or any other Person Bank for any action taken or omitted to be taken by it or them under the Loan Documents or in connection therewith except that the Administrative Agent shall be obligated on the terms set forth herein for performance of its express obligations hereunder and except that no Person shall be relieved of any liability imposed by law for its own willful misconduct or gross negligence. Without limitation on the generality of the foregoing, the Administrative Agent: (a) shall not be responsible to any Lender Bank for any recitals, statements, warranties, representations, warranties or failure or delay of performance representations under the Loan Documents or any agreement or document related relative thereto or for the financial condition of the Loan PartiesBorrowers; (b) shall not be responsible for the authenticity, accuracy, completeness, value, validity, effectiveness, due execution, legality, genuineness, enforceability or sufficiency of any of the Loan Documents, any provisions thereof or any document contemplated thereby; (c) shall not be responsible for the validity, genuineness, creation, perfection or priority of any of the Liens liens created or reaffirmed by any of the Loan Documents, or the validity, genuineness, enforceability, existence, value or sufficiency of any Collateral collateral or other security; (d) shall not be bound to ascertain or inquire as to the performance or observance of any of the terms, covenants or conditions of any of the Loan Documents on the part of the Loan Parties Borrowers or of any of the terms of any such agreement by any party thereto and shall have no duty to inspect the property (including the books and records) of the Loan PartiesBorrowers; (e) shall incur no liability under or in respect of any of the Loan Documents or any other document or Collateral by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram, cable or telex) furnished pursuant believed by the Administrative Agent to this Agreement be genuine and signed or any other Loan Document; (f) shall incur no liability to sent by the Loan Parties or any other Person as a consequence of any failure or delay in performance by, or any breach by, any Lender or Lenders of any of its or their obligations under this Agreementproper party; and (gf) may consult with legal counsel (including counsel for the Borrowers), independent public accountants and other experts selected by the Administrative AgentAgent and shall not be liable for any action taken or omitted to be taken in good faith in accordance with the advice of such counsel, accountants or experts.
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General Immunity. Neither the Administrative Agent nor any of the Administrative Agent’s 's directors, officers, agents, attorneys or employees shall be liable or responsible in any manner to any Loan Party, any Lender or any other Person Bank for any action taken or omitted to be taken by it or them under the Loan Documents or in connection therewith except that the Administrative Agent shall be obligated on the terms set forth herein for performance of its express obligations hereunder and except that no Person shall be relieved of any liability imposed by law for its own willful misconduct or gross negligence. Without limitation on the generality of the foregoing, the Administrative Agent: (a) shall not be responsible to any Lender Bank for any recitals, statements, warranties, representations, warranties or failure or delay of performance representations under the Loan Documents or any agreement or document related relative thereto or for the financial condition of the Loan PartiesBorrower; (b) shall not be responsible for the authenticity, accuracy, completeness, value, validity, effectiveness, due execution, legality, genuineness, enforceability or sufficiency of any of the Loan Documents, any provisions thereof or any document contemplated thereby; (c) shall not be responsible for the validity, genuineness, creation, perfection or priority of any of the Liens liens created or reaffirmed by any of the Loan Documents, or the validity, genuineness, enforceability, existence, value or sufficiency of any Collateral collateral or other security; (d) shall not be bound to ascertain or inquire as to the performance or observance of any of the terms, covenants or conditions of any of the Loan Documents on the part of the Loan Parties Borrower or of any of the terms of any such agreement by any party thereto and shall have no duty to inspect the property (including the books and records) of the Loan PartiesBorrower; (e) shall incur no liability under or in respect of any of the Loan Documents or any other document or Collateral by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram, cable or telex) furnished pursuant believed by the Administrative Agent to this Agreement be genuine and signed or any other Loan Document; (f) shall incur no liability to sent by the Loan Parties or any other Person as a consequence of any failure or delay in performance by, or any breach by, any Lender or Lenders of any of its or their obligations under this Agreementproper party; and (gf) may consult with legal counsel (including counsel for the BorrowersBorrower), independent public accountants and other experts selected by the Administrative AgentAgent and shall not be liable for any action taken or omitted to be taken in good faith in accordance with the advice of such counsel, accountants or experts.
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General Immunity. Neither the Administrative (a) No Agent nor any of the Administrative Agent’s directors, officers, agents, attorneys or employees its Related Parties shall be liable or responsible in any manner to any Loan Party, any Lender or any other Person for any action taken or omitted to be taken by it or them under the Loan Documents or in connection therewith except for any liability imposed by law for its own willful misconduct or gross negligence. Without limitation on the generality of the foregoing, the Administrative Agent: (ai) shall not be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof or any recitalsother Loan Document (including in connection with the Administrative Agent’s reliance on any Electronic Signature transmitted by telecopy, statementsemailed .pdf or any other electronic means that reproduces an image of an actual signature page) or for any representations, warranties, representationsrecitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or failure certificates or delay any other documents furnished or made by any Agent to Lenders or by or on behalf of performance under any Loan Party to any Agent or any Lender in connection with the Loan Documents or any agreement or document related thereto and the transactions contemplated thereby or for the financial condition or business affairs of the any Loan Parties; (b) shall not be responsible Party or any other Person liable for the authenticity, accuracy, completeness, value, validity, effectiveness, due execution, legality, genuineness, enforceability or sufficiency payment of any of the Loan DocumentsSecured Obligations, any provisions thereof or any document contemplated thereby; (cii) shall not be responsible for the validity, genuineness, creation, perfection or priority of any of the Liens created or reaffirmed by any of the Loan Documents, or the validity, genuineness, enforceability, existence, value or sufficiency of any Collateral or other security; (d) shall not be bound required to ascertain or inquire as to (A) any statement, representation or warranty made in or in connection with any Loan Document, (B) the contents of any certificate, report or other document delivered thereunder or in connection therewith, (C) the performance or observance of any of the terms, conditions, provisions, covenants or conditions of any of the Loan Documents on the part of the Loan Parties or of any of the terms of any such agreement by any party thereto and shall have no duty to inspect the property (including the books and records) of the Loan Parties; (e) shall incur no liability under or agreements contained in respect of any of the Loan Documents or as to the use of the proceeds of the Loans or as to the existence or possible existence of any other document Event of Default or Collateral by acting upon any noticeDefault, consent(D) the sufficiency, certificate validity, enforceability, effectiveness or other instrument or writing (which may be by telegram, cable or telex) furnished pursuant to this Agreement genuineness of an Loan Document or any other agreement, instrument or document or (E) the satisfaction of any condition set forth in Article 4 or elsewhere in any Loan Document; Document other than to confirm receipt of items (fwhich in their face purport to be such items) shall incur no liability expressly required to be delivered to such Agent or satisfaction of any condition that expressly refers to the Loan Parties matters described therein being acceptable or satisfactory to such Agent or (F) the creation, perfection or priority of Liens on the Collateral or (iii) required to make any other Person as a consequence disclosures with respect to the foregoing. No Agent shall be deemed to have knowledge or notice of the occurrence of any failure or delay in performance by, or any breach by, any Lender or Lenders (x) notice of any of its the events or their obligations circumstances set forth or described in Section 5.02 unless and until written notice thereof stating that it is a “notice under Section 5.02” in respect of this Agreement and identifying the specific clause under such Section is given to the Administrative Agent by the Borrower, or (ii) notice of any Default or Event of Default hereunder unless such Agent has received written notice from a Lender or the Borrower referring to this Agreement, describing such Default or Event of Default and stating that such notice is a “notice of default”. No Agent nor any of its Related Parties shall, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as an Agent or any of its Affiliates in any capacity. Anything contained herein to the contrary notwithstanding, the Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Loans or the component amounts thereof or any Dollar Equivalent.
(b) No Agent nor any of its Related Parties shall be liable to Lenders for any action taken or omitted by such party, any Agent or any of its Related Parties under or in connection with any of the Loan Documents except to the extent caused by such Person’s gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction. Each Agent shall be entitled to refrain from any act or the taking of any action (including the failure to take an action) in connection herewith or any of the other Loan Documents or from the exercise of any power, discretion or authority vested in it hereunder or thereunder unless and until such Agent shall have received instructions in respect thereof from Required Lenders (or such other Lenders as may be required to give such instructions under Section 9.02) and, upon receipt of such instructions from Required Lenders (or such other Lenders, as the case may be), such Agent shall be entitled to act or (where so instructed) refrain from acting, or to exercise such power, discretion or authority, in accordance with such instructions, including for the avoidance of doubt refraining from any action that, in its opinion or the opinion of its counsel, may be in violation of any Loan Document or applicable law, including, for the avoidance of doubt, any action that may be in violation of the automatic stay under any Debtor Relief Law or that may affect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law. Without prejudice to the generality of the foregoing, (i) each Agent shall be entitled to rely, and shall be fully protected in relying, upon any communication, instrument or document believed by it to be genuine and correct and to have been signed or sent by the proper Person or Persons, and shall be entitled to rely and shall be protected in relying on opinions and judgments of attorneys (who may be attorneys for Borrower and its Subsidiaries), accountants, experts and other professional advisors selected by it; and (gii) no Lender shall have any right of action whatsoever against any Agent as a result of such Agent acting or (where so instructed) refraining from acting hereunder or any of the other Loan Documents in accordance with the instructions of Required Lenders (or such other Lenders as may consult with legal counsel (including counsel for the Borrowersbe required to give such instructions under Section 9.02), independent public accountants and other experts selected by the Administrative Agent.
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