Liability of Facility Agent Sample Clauses
The 'Liability of Facility Agent' clause defines the extent to which the facility agent is responsible for losses, damages, or failures arising in connection with their role under the agreement. Typically, this clause limits the agent's liability to cases of gross negligence, willful misconduct, or fraud, and clarifies that the agent is not liable for actions taken in good faith or for following instructions from the lenders. Its core practical function is to protect the facility agent from undue legal exposure while ensuring they act responsibly, thereby encouraging agents to perform their duties without fear of excessive liability.
Liability of Facility Agent. No Agent-Related Person shall (a) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Financing Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, in connection with its duties expressly set forth herein), or (b) be responsible in any manner to any Lender or participant for any recital, statement, representation or warranty made by the Borrower, any Subsidiary or any officer thereof, contained herein or in any other Financing Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Facility Agent under or in connection with, this Agreement or any other Financing Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Financing Document, or for any failure of the Borrower or any other party to any Financing Document to perform its obligations hereunder or thereunder. No Agent-Related Person shall be under any obligation to any Lender or participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Financing Document, or to inspect the properties, books or records of the Borrower, any Subsidiary or any Affiliate thereof.
Liability of Facility Agent. The Facility Agent shall not:
22.6.1 be obliged to request any certificate or opinion under any provision of the Transaction Documents, or to make any enquiry as to the application of the proceeds of any Advance, unless instructed in writing by the Majority Banks; or
22.6.2 be obliged to make any enquiry as to any default by any Obligor in the performance or observance of any provision of any of the Transaction Documents, as to the existence of a Default or as to whether any other event or circumstance has occurred as a result of which all or any of the security created by and under the Transaction Documents shall have or may become enforceable, in each case, unless the Facility Agent has actual knowledge thereof or has been notified in writing thereof by a Bank, in which case the Facility Agent shall promptly notify the Beneficiaries of the relevant Default or other event or circumstance; or
22.6.3 be liable to any Beneficiary for, or otherwise in connection with, any action taken or omitted under or pursuant to, or otherwise in connection with, the Transaction Documents (or any of them) unless caused by its gross negligence or wilful misconduct; or
22.6.4 disburse any Advance to the Borrower unless it has received the relevant documents and evidence required under clause 9.1 and clause 9.4 in form and substance satisfactory to it or the requirement for any such document or evidence has been waived in accordance with clause 9.3.
Liability of Facility Agent. Neither the Facility Agent nor any of its affiliates nor any of their respective directors, officers, agents or employees shall be liable for any action taken or not taken by it in connection with any of the Credit Documents (i) with the consent or at the request of the Required Banks (or, when expressly required hereby, all the Banks) or (ii) in the absence of its own gross negligence or willful misconduct. Neither the Facility Agent nor any of its affiliates nor any of their respective directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (i) any statement, warranty or representation made in connection with any of the Credit Documents or any borrowing hereunder; (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants or agreements of the Borrower; (iv) the satisfaction of any condition specified in Article III, except receipt of items required to be delivered to the Facility Agent; or (v) the validity, effectiveness or genuineness of any of the Credit Documents or any other instrument or writing furnished in connection herewith. The Facility Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement, or other writing (which may be a bank wire, telex, facsimile transmission or similar writing) believed by it to be genuine or to be signed by the proper party or parties.