Liability of the Administrative Agent. (a) The Administrative Agent when acting on behalf of any Secured Party, may execute any of its duties under this Credit Agreement or the other Fundamental Documents by or through its respective directors, officers, agents or employees and neither the Administrative Agent nor their respective directors, officers, agents or employees shall be liable to the other Secured Parties or any of them for any action taken or omitted to be taken in good faith, nor be responsible to the other Secured Parties or to any of them for the consequences of any oversight or error of judgment, or for any loss, unless the same shall happen through its gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable decision. The Administrative Agent and their respective directors, officers, agents, and employees shall in no event be liable to any of the other Secured Parties for any action taken or omitted to be taken by it pursuant to instructions received by it from the Required Lenders or in reliance upon the advice of counsel selected by it with reasonable care. Without limiting the foregoing, neither the Administrative Agent nor any of their respective directors, officers, employees, or agents shall be responsible to any of the other Secured Parties for the due execution, validity, genuineness, effectiveness, sufficiency, or enforceability of, or for any statement, warranty, or representation in, or for the perfection of any security interest contemplated by, the Fundamental Documents or any related agreement, document or order, or for freedom of any of the Collateral from prior Liens or security interests, or shall be required to ascertain or to make any inquiry concerning the performance or observance by the Borrowers, LGE, the Receivables Subs, the Parents or the Master Distributors of any of the terms, conditions, covenants, or agreements of the Fundamental Documents or any related agreement or document. (b) None of the Administrative Agent (in its capacity as agent for the Lenders) or any of their respective directors, officers, employees or agents shall have any responsibility to any Borrower, LGE, any Receivables Sub, any Parent or any Master Distributor on account of the failure or delay in performance or breach by any of the Lenders (other than in its capacity as a Lender) of any of such Lender’s obligations under the Fundamental Documents or any related agreement or document or in connection herewith or therewith. No Lender nor any of its directors, officers, employees or agents shall have any responsibility to the Borrowers, LGE, the Receivables Subs, the Parents or the Master Distributors on account of the failure or delay in performance or breach by any other Lender of such other Lender’s obligations under the Fundamental Documents or any related agreement or document or in connection herewith or therewith. (c) The Administrative Agent (in its capacity as agent for the Lenders hereunder) shall be entitled to rely on any communication, instrument or document believed by it to be genuine or correct and to have been signed or sent by a Person or Persons believed by it to be the proper Person or Persons, and it shall be entitled to rely on advice of legal counsel, independent public accountants, and other professional advisers and experts selected by it with reasonable care.
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Samples: Credit, Security and Pledge Agreement (Lions Gate Entertainment Corp /Cn/), Credit Agreement (Lions Gate Entertainment Corp /Cn/)
Liability of the Administrative Agent. (a) The Administrative Agent Agent, when acting on behalf of any Secured Partythe Lenders, may execute any of its duties under this Credit Agreement or the other Fundamental Documents by or through its respective directors, officers, agents or employees and neither the Administrative Agent nor their respective directors, its officers, agents or employees shall be liable to the other Secured Parties Lenders or any of them for any action taken or omitted to be taken in good faith, nor be responsible to the other Secured Parties Lenders or to any of them for the consequences of any oversight or error of judgment, or for any loss, unless the same shall happen through its gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable decision. The Administrative Agent and their its respective directors, officers, agents, and employees shall in no event be liable to the Lenders or to any of the other Secured Parties them for any action taken or omitted to be taken by it pursuant to instructions received by it from the Required Lenders or in reliance upon the advice of counsel selected by it with reasonable care. Without limiting the foregoing, neither the Administrative Agent nor any of their its respective directors, officers, employees, or agents shall be responsible to any of the other Secured Parties Lenders for the due execution, validity, genuineness, effectiveness, sufficiency, or enforceability of, or for any statement, warranty, or representation in, or for the perfection of this Credit Agreement, any security interest contemplated by, the other Fundamental Documents Document or any related agreement, document or order, or for freedom of any of the Collateral from prior Liens or security interests, or shall be required to ascertain or to make any inquiry concerning the performance or observance by the Borrowers, LGE, the Receivables Subs, the Parents or the Master Distributors Borrower of any of the terms, conditions, covenants, or agreements of the this Credit Agreement, any other Fundamental Documents Document, or any related agreement or document.
(b) None of Neither the Administrative Agent (in its capacity as agent for the Lenders) or ), nor any of their respective its directors, officers, employees or agents shall have any responsibility to any Borrower, LGE, any Receivables Sub, any Parent or any Master Distributor the Borrower on account of the failure or delay in performance or breach by any of the Lenders (other than in its capacity as a LenderJPM Mezzanine Capital, LLC) of any of such Lender’s obligations under this Credit Agreement, the other Fundamental Documents or any related agreement or document or in connection herewith or therewith. No Lender nor any of its directors, officers, employees or agents shall have any responsibility to the Borrowers, LGE, the Receivables Subs, the Parents or the Master Distributors Borrower on account of the failure or delay in performance or breach by any other Lender of such other Lender’s obligations under this Credit Agreement, the other Fundamental Documents or any related agreement or document or in connection herewith or therewith.
(c) The Administrative Agent (Agent, in its capacity as agent for the Lenders hereunder) hereunder shall be entitled to rely on any communication, instrument or document believed by it to be genuine or correct and to have been signed or sent by a Person or Persons believed by it to be the proper Person or Persons, and it shall be entitled to rely on advice of legal counsel, independent public accountants, and other professional advisers and experts selected by it with reasonable care.
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Liability of the Administrative Agent. (a) The Administrative Agent when acting on behalf of any Secured Party, may execute any of its duties under this Credit Agreement or the other Fundamental Documents by or through its respective directors, officers, agents or employees and neither Neither the Administrative Agent nor their respective directors, officers, agents or employees shall be liable to the other Secured Parties or any of them for any action taken or omitted to be taken in good faith, nor be responsible to the other Secured Parties or to any of them for the consequences of any oversight or error of judgment, or for any loss, unless the same shall happen through its gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable decision. The Administrative Agent and their respective directors, officers, agents, and employees shall in no event be liable to any of the other Secured Parties for any action taken or omitted to be taken by it pursuant to instructions received by it from the Required Lenders or in reliance upon the advice of counsel selected by it with reasonable care. Without limiting the foregoing, neither the Administrative Agent nor any of their respective directors, officers, employees, or agents shall be responsible to any of the other Secured Parties for the due execution, validity, genuineness, effectiveness, sufficiency, or enforceability of, or for any statement, warranty, or representation in, or for the perfection of any security interest contemplated by, the Fundamental Documents or any related agreement, document or order, or for freedom of any of the Collateral from prior Liens or security interests, or shall be required to ascertain or to make any inquiry concerning the performance or observance by the Borrowers, LGE, the Receivables Subs, the Parents or the Master Distributors of any of the terms, conditions, covenants, or agreements of the Fundamental Documents or any related agreement or document.
(b) None of the Administrative Agent (in its capacity as agent for the Lenders) or any of their respective directors, officers, employees or agents shall have any responsibility to any Borrower, LGE, any Receivables Sub, any Parent or any Master Distributor on account of the failure or delay in performance or breach by any of the Lenders (other than in its capacity as a Lender) of any of such Lender’s obligations under the Fundamental Documents or any related agreement or document or in connection herewith or therewith. No Lender nor any of its directors, officers, agents, or employees shall be liable to any Lender or agents the LC Issuer for any action taken or not taken by it in connection with the Loan Documents, except that the Administrative Agent shall be liable with respect to its specific duties set forth hereunder, but only to the extent of its own gross negligence or willful misconduct in the discharge thereof as determined by a final nonappealable judgment of a court of competent jurisdiction. Neither the Administrative Agent nor any of its directors, officers, agents, or employees shall be responsible for or have any responsibility duty to ascertain, inquire into, or verify: (a) any statement, warranty, or representation made in connection with any Loan Document or any borrowing hereunder; (b) the Borrowers, LGE, the Receivables Subs, the Parents performance or the Master Distributors on account observance of any of the failure covenants or delay agreements specified in performance or breach by any other Lender of such other Lender’s obligations under the Fundamental Documents or any related agreement or document or in connection herewith or therewith.
Loan Document; (c) the satisfaction of any condition specified in any Loan Document; (d) the validity, effectiveness, sufficiency, or genuineness of any Loan Document, any Lien purported to be created or perfected thereby, or any other instrument or writing furnished in connection therewith; (e) the existence or non-existence of any Default or Event of Default; or (f) the financial condition of any Restricted Person. The Administrative Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement, or other writing (in its capacity as agent for the Lenders hereunderwhich may be a bank wire, telex, facsimile, or electronic transmission or similar writing) shall be entitled to rely on any communication, instrument or document believed by it to be genuine or correct to be signed by the proper party or parties. The Administrative Agent shall not be liable for any apportionment or distribution of payments made by it in good faith and if any such apportionment or distribution is subsequently determined to have been signed or sent by a Person or Persons believed by it made in error, then the sole recourse of any Lender to whom payment was due but not made shall be to recover from the other Lenders any payment in excess of the amount to which they are determined to be the proper Person or Persons, entitled (and it shall be entitled such other Lenders hereby agree to rely on advice of legal counsel, independent public accountants, and other professional advisers and experts selected return to such Lender any such erroneous payments received by it with reasonable carethem).
Appears in 1 contract
Liability of the Administrative Agent. (a) The Neither the Administrative Agent when acting on behalf of any Secured PartyAgent, may execute the Issuing Bank, nor any of its duties under this Credit Agreement or the other Fundamental Documents by or through its respective directors, officers, agents or employees and neither the Administrative Agent nor their respective directors, officers, agents employees or employees agents, shall be liable to the other Secured Parties or any of them for any action taken or omitted to be taken in good faith, nor be responsible to the other Secured Parties or to any of them for the consequences of any oversight or error of judgment, or for any loss, unless the same shall happen through its gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable decision. The Administrative Agent and their respective directors, officers, agents, and employees shall in no event be liable to any of the other Secured Parties such for any action taken or omitted to be taken by it pursuant to instructions received by it from the Required Lenders or in reliance upon the advice of counsel selected by it with reasonable care. Without limiting the foregoing, neither the Administrative Agent nor any of their respective directorsthem, officers, employeesexcept for such party’s own gross negligence or willful misconduct, or agents shall be responsible to any of the other Secured Parties for the due execution, validity, genuineness, effectiveness, sufficiency, or enforceability of, or for any statement, warrantywarranty or representation herein or the contents of any document delivered in connection herewith, or representation in, or for the perfection of any security interest contemplated by, the Fundamental Documents or any related agreement, document or order, or for freedom of any of the Collateral from prior Liens or security interests, or shall be required to ascertain or to make any inquiry concerning the performance or observance by the Borrowers, LGE, the Receivables Subs, the Parents Borrower or the Master Distributors any Subsidiary of any of the terms, conditions, covenants, covenants or agreements contained in any Loan Document. Neither the Administrative Agent nor the Issuing Bank shall be responsible to the Lenders or the holders of the Fundamental Notes for the due execution, genuineness, validity, enforceability or effectiveness of this Agreement, the Notes or any other Loan Documents or other instruments or agreements. The Administrative Agent and the Issuing Bank may deem and treat the payee of any related agreement or document.
(b) None Note as the owner thereof for all purposes hereof until it shall have received from the payee of such Note notice, given as provided herein, of the transfer thereof in compliance with Section 9.04. Each of the Administrative Agent (and the Issuing Bank shall in its capacity all cases be fully protected in acting, or refraining from acting, in accordance with written instructions signed by the Required Lenders and, except as agent for otherwise specifically provided herein, such instructions and any action or inaction pursuant thereto shall be binding on all the Lenders) Lenders and each subsequent holder of any Note. The Administrative Agent, the Issuing Bank and the Required Lenders shall, in the absence of knowledge to the contrary, be entitled to rely on any instrument or document believed by it in good faith to be genuine and correct and to have been signed or sent by the proper person or persons. Neither the Administrative Agent, the Issuing Bank nor any of their respective directors, officers, employees or agents agents, shall have any responsibility to any Borrower, LGE, any Receivables Sub, any Parent or any Master Distributor the Borrowers on account of the failure of or delay in performance or breach by any of the Lenders (other than in its capacity as a Lender) Lender of any of such Lender’s its obligations under the Fundamental Documents hereunder or to any related agreement or document or in connection herewith or therewith. No Lender nor any of its directors, officers, employees or agents shall have any responsibility to the Borrowers, LGE, the Receivables Subs, the Parents or the Master Distributors on account of the failure of or delay in performance or breach by any other Lender of such other Lender’s obligations under or the Fundamental Documents Borrower or any related agreement Subsidiary of any of their respective obligations hereunder or document under any other Loan Document or in connection herewith or therewith.
(c) . The Administrative Agent (in its capacity as agent for and the Lenders hereunder) Issuing Bank may execute any and all duties hereunder by or through agents or employees, shall be entitled to rely on any communication, instrument or document believed by it to be genuine or correct and to have been signed or sent by a Person or Persons believed by it to be the proper Person or Persons, and it shall be entitled to rely on advice of consult with legal counsel, independent public accountants, accountants and other professional advisers and experts selected by it with reasonable carerespect to all matters arising hereunder and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts.
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Liability of the Administrative Agent. (a) The None of the Administrative Agent when acting on behalf of any Secured Party, may execute or any of its duties under this Credit Agreement or the other Fundamental Documents by or through its respective directors, officers, agents or employees and neither the Administrative Agent nor their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement and the other Secured Parties Loan Documents, except for its own gross negligence or any willful misconduct. Without limiting the generality of them the foregoing, the Administrative Agent: (a) may treat a Bank as such until the Administrative Agent receives an executed Assignment Agreement entered into between a Bank and an CHAR_1\F:\DOCS\KAM\BANKING\218148_8 84 Eligible Assignee pursuant to Section 14.1; (b) may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts or consultants selected by it; (c) shall not be liable for any action taken or omitted to be taken in good faith, nor be responsible to faith by the other Secured Parties or to any of them for the consequences of any oversight or error of judgment, or for any loss, unless the same shall happen through its gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable decision. The Administrative Agent and their respective directors, officers, agents, and employees shall in no event be liable to any of the other Secured Parties for any action taken or omitted to be taken by it pursuant to instructions received by it from the Required Lenders or in reliance upon accordance with the advice of counsel selected by it with reasonable care. Without limiting the foregoingcounsel, neither the Administrative Agent nor accountants, consultants or experts; (d) shall make no warranty or representation to any of their respective directors, officers, employees, or agents Bank and shall not be responsible to any of Bank for any recitals, statements, warranties or representations, whether written or oral, made in or in connection with this Agreement or the other Secured Parties for the due execution, validity, genuineness, effectiveness, sufficiency, or enforceability of, or for Loan Documents; (e) shall not have any statement, warranty, or representation in, or for the perfection of any security interest contemplated by, the Fundamental Documents or any related agreement, document or order, or for freedom of any of the Collateral from prior Liens or security interests, or shall be required duty to ascertain or to make any inquiry concerning inquire as to the performance or observance by the Borrowers, LGE, the Receivables Subs, the Parents or the Master Distributors of any of the terms, conditionsobligations, covenantscovenants or conditions of this Agreement on the part of the Borrower or to inspect the property (including, without limitation, any books and records) of the Borrower; (f) shall not be responsible to any Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document or other support or security (including the validity, priority or perfection of any Lien), or agreements any other document furnished in connection with any of the Fundamental Documents foregoing; and (g) shall incur no liability under or in respect of this Agreement or any related agreement other Loan Document by action upon any written notice, statement, certificate, order, telephone message, facsimile or document.
(b) None of other document which the Administrative Agent (believes in its capacity as agent for the Lenders) or any of their respective directors, officers, employees or agents shall have any responsibility to any Borrower, LGE, any Receivables Sub, any Parent or any Master Distributor on account of the failure or delay in performance or breach by any of the Lenders (other than in its capacity as a Lender) of any of such Lender’s obligations under the Fundamental Documents or any related agreement or document or in connection herewith or therewith. No Lender nor any of its directors, officers, employees or agents shall have any responsibility to the Borrowers, LGE, the Receivables Subs, the Parents or the Master Distributors on account of the failure or delay in performance or breach by any other Lender of such other Lender’s obligations under the Fundamental Documents or any related agreement or document or in connection herewith or therewith.
(c) The Administrative Agent (in its capacity as agent for the Lenders hereunder) shall be entitled to rely on any communication, instrument or document believed by it good faith to be genuine or and correct and to have been signed signed, sent or sent made by a Person or Persons believed by it to be the proper Person or Persons, and it shall be entitled to rely on advice of legal counsel, independent public accountants, and other professional advisers and experts selected by it with reasonable carePerson.
Appears in 1 contract
Samples: Credit Agreement (Conseco Inc Et Al)
Liability of the Administrative Agent. (a) The Administrative Agent when acting on behalf shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents, and its duties hereunder and thereunder shall be administrative in nature. Without limiting the generality of the foregoing, (i) the Administrative Agent #10384228v33 shall not be subject to any Secured Partyfiduciary or other implied duties, may execute regardless of whether an Event of Default has occurred and is continuing, (ii) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.08 or in the other Loan Documents) and (iii) except as expressly set forth herein and in the other Loan Documents, the Administrative Agent shall not 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 duties under this Credit Agreement Subsidiaries or Affiliates that is communicated to or obtained by the other Fundamental Documents by or through its respective directors, officers, agents or employees and neither institution serving as the Administrative Agent nor their respective directors, officers, agents or employees shall be liable to the other Secured Parties or any of them its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or omitted to not taken by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be taken necessary, or as the Administrative Agent will believe in good faithfaith shall be necessary, nor be responsible to under the other Secured Parties circumstances as provided in Section 10.08 and the final paragraph of Article 7) or to any (ii) in the absence of them for the consequences of any oversight or error of judgment, or for any loss, unless the same shall happen through its own gross negligence or willful misconduct, misconduct as determined by a court of competent jurisdiction in a by final non-appealable decisionnonappealable judgment. The Administrative Agent shall be deemed not to have knowledge of any Event of Default unless and their respective directors, officers, agents, and employees shall in no event be liable until written notice thereof is given to any of the other Secured Parties for any action taken or omitted to be taken by it pursuant to instructions received by it from the Required Lenders or in reliance upon the advice of counsel selected by it with reasonable care. Without limiting the foregoing, neither the Administrative Agent nor any of their respective directorsby the Borrower or a Lender, officers, employeesand the Administrative Agent shall not be responsible for, or agents shall be responsible have any duty to any of the other Secured Parties for the due executionascertain or inquire into, validity, genuineness, effectiveness, sufficiency, or enforceability of, or for (A) any statement, warranty, warranty or representation inmade in or in connection with this Agreement or any other Loan Document, or for (B) the perfection contents of any security interest contemplated bycertificate, the Fundamental Documents report or any related agreement, other document delivered hereunder or order, or for freedom of any of the Collateral from prior Liens or security interests, or shall be required to ascertain or to make any inquiry concerning the performance or observance by the Borrowers, LGE, the Receivables Subs, the Parents or the Master Distributors of any of the terms, conditions, covenants, or agreements of the Fundamental Documents or any related agreement or document.
(b) None of the Administrative Agent (in its capacity as agent for the Lenders) or any of their respective directors, officers, employees or agents shall have any responsibility to any Borrower, LGE, any Receivables Sub, any Parent or any Master Distributor on account of the failure or delay in performance or breach by any of the Lenders (other than in its capacity as a Lender) of any of such Lender’s obligations under the Fundamental Documents or any related agreement or document thereunder or in connection herewith or therewith. No Lender nor , (C) the performance or observance of any of its directorsthe covenants, officersagreements or other terms or conditions set forth herein or therein or the occurrence of any Event of Default, employees (D) the validity, enforceability, effectiveness or agents shall have genuineness of this Agreement, any responsibility other Loan Document or any other agreement, instrument or document, or (E) the satisfaction of any condition set forth in Section 4 or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the BorrowersAdministrative Agent, LGEand (iv) the Administrative Agent will not be required to take any action that, the Receivables Subs, the Parents in its opinion or the Master Distributors on account opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law, including for the avoidance of doubt, any action that may be in violation of the failure automatic stay under any Federal, state or delay foreign bankruptcy, insolvency, receivership or similar law now or hereafter in performance effect or breach by that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any other Lender of such other Lender’s obligations under the Fundamental Documents Federal, state or foreign bankruptcy, insolvency, or similar law now or hereafter in effect.
(b) The Administrative Agent shall be entitled to rely upon, and shall not incur any related agreement or liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in connection herewith accordance with the advice of any such counsel, accountants or therewithexperts.
(c) The Administrative Agent (may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in its capacity connection with the syndication of the credit facilities provided for herein as agent well as activities as Administrative Agent. The Administrative Agent shall not be responsible for the Lenders hereunder) shall be entitled #10384228v33 negligence or misconduct of any sub-agents except to rely on any communication, instrument the extent that a court of competent jurisdiction determines in a final and nonappealable judgment that the Administrative Agent acted with gross negligence or document believed by it to be genuine or correct and to have been signed or sent by a Person or Persons believed by it to be willful misconduct in the proper Person or Persons, and it shall be entitled to rely on advice selection of legal counsel, independent public accountants, and other professional advisers and experts selected by it with reasonable caresuch sub-agents.
Appears in 1 contract
Samples: 364 Day Term Loan Credit Agreement (Delta Air Lines, Inc.)
Liability of the Administrative Agent. (a) The Administrative Agent when acting on behalf of any Secured Party, may execute any of its duties under this Credit Agreement or the other Fundamental Documents by or through its respective directors, officers, agents or employees and neither Neither the Administrative Agent nor their respective directors, officers, agents or employees shall be liable to the other Secured Parties or any of them for any action taken or omitted to be taken in good faith, nor be responsible to the other Secured Parties or to any of them for the consequences of any oversight or error of judgment, or for any loss, unless the same shall happen through its gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable decision. The Administrative Agent and their respective directors, officers, agents, and employees shall in no event be liable to any of the other Secured Parties for any action taken or omitted to be taken by it pursuant to instructions received by it from the Required Lenders or in reliance upon the advice of counsel selected by it with reasonable care. Without limiting the foregoing, neither the Administrative Agent nor any of their respective directors, officers, employees, or agents shall be responsible to any of the other Secured Parties for the due execution, validity, genuineness, effectiveness, sufficiency, or enforceability of, or for any statement, warranty, or representation in, or for the perfection of any security interest contemplated by, the Fundamental Documents or any related agreement, document or order, or for freedom of any of the Collateral from prior Liens or security interests, or shall be required to ascertain or to make any inquiry concerning the performance or observance by the Borrowers, LGE, the Receivables Subs, the Parents or the Master Distributors of any of the terms, conditions, covenants, or agreements of the Fundamental Documents or any related agreement or document.
(b) None of the Administrative Agent (in its capacity as agent for the Lenders) or any of their respective directors, officers, employees or agents shall have any responsibility to any Borrower, LGE, any Receivables Sub, any Parent or any Master Distributor on account of the failure or delay in performance or breach by any of the Lenders (other than in its capacity as a Lender) of any of such Lender’s obligations under the Fundamental Documents or any related agreement or document or in connection herewith or therewith. No Lender nor any of its directors, officers, agents, or employees shall be liable to any Lender or agents the LC Issuer for any action taken or not taken by it in connection with the Loan Documents, except that the Administrative Agent shall be liable with respect to its specific duties set forth hereunder, but only to the extent of its own gross negligence or willful misconduct in the discharge thereof as determined by a final nonappealable judgment of a court of competent jurisdiction. Neither the Administrative Agent nor any of its directors, officers, agents, or employees shall be responsible for or have any responsibility duty to ascertain, inquire into, or verify: (a) any statement, warranty, or representation made in connection with any Loan Document or any borrowing hereunder; (b) the Borrowers, LGE, the Receivables Subs, the Parents performance or the Master Distributors on account observance of any of the failure covenants or delay agreements specified in performance or breach by any other Lender of such other Lender’s obligations under the Fundamental Documents or any related agreement or document or in connection herewith or therewith.
Loan Document; (c) the satisfaction of any condition specified in any Loan Document; (d) the validity, effectiveness, sufficiency, or genuineness of any Loan Document, any Lien purported to be created or perfected thereby, or any other instrument or writing furnished in connection therewith; (e) the existence or non-existence of any Default or Event of Default; or (f) the financial condition of any Credit Party. The Administrative Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement, or other writing (in its capacity as agent for the Lenders hereunderwhich may be a bank wire, telex, facsimile, or electronic transmission or similar writing) shall be entitled to rely on any communication, instrument or document believed by it to be genuine or correct to be signed by the proper party or parties. The Administrative Agent shall not be liable for any apportionment or distribution of payments made by it in good faith and if any such apportionment or distribution is subsequently determined to have been signed or sent by a Person or Persons believed by it made in error the sole recourse of any Lender to whom payment was due but not made shall be to recover from the other Lenders any payment in excess of the amount to which they are determined to be the proper Person or Persons, entitled (and it shall be entitled such other Lenders hereby agree to rely on advice of legal counsel, independent public accountants, and other professional advisers and experts selected return to such Lender any such erroneous payments received by it with reasonable care.them). 104 [Credit Agreement]
Appears in 1 contract
Liability of the Administrative Agent. (a) The Administrative Agent when acting on behalf of any Secured Party, may execute any of its duties under this Credit Agreement or the other Fundamental Documents by or through its respective directors, officers, agents or employees and neither Neither the Administrative Agent nor their respective directors------------------------------------- Agent, officers, agents or employees shall be liable to the other Secured Parties or any of them for any action taken or omitted to be taken in good faith, nor be responsible to the other Secured Parties or to any of them for the consequences of any oversight or error of judgment, or for any loss, unless the same shall happen through its gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable decision. The Administrative Agent and their respective directors, officers, agents, and employees shall in no event be liable to any of the other Secured Parties for any action taken or omitted to be taken by it pursuant to instructions received by it from the Required Lenders or in reliance upon the advice of counsel selected by it with reasonable care. Without limiting the foregoing, neither the Administrative Agent nor any of their respective directors, officers, employees, or agents shall be responsible to any of the other Secured Parties for the due execution, validity, genuineness, effectiveness, sufficiency, or enforceability of, or for any statement, warranty, or representation in, or for the perfection of any security interest contemplated by, the Fundamental Documents or any related agreement, document or order, or for freedom of any of the Collateral from prior Liens or security interests, or shall be required to ascertain or to make any inquiry concerning the performance or observance by the Borrowers, LGE, the Receivables Subs, the Parents or the Master Distributors of any of the terms, conditions, covenants, or agreements of the Fundamental Documents or any related agreement or document.
(b) None of the Administrative Agent (in its capacity as agent for the Lenders) or any of their respective directors, officers, employees or agents shall have any responsibility to any Borrower, LGE, any Receivables Sub, any Parent or any Master Distributor on account of the failure or delay in performance or breach by any of the Lenders (other than in its capacity as a Lender) of any of such Lender’s obligations under the Fundamental Documents or any related agreement or document or in connection herewith or therewith. No Lender nor any of its directors, officers, agents, employees or agents attorneys shall have be liable for any responsibility to the Borrowers, LGE, the Receivables Subs, the Parents action taken or the Master Distributors on account of the failure or delay in performance or breach not taken by any other Lender of such other Lender’s obligations them under the Fundamental Documents or any related agreement or document or in connection herewith with the Loan Documents, except for their own gross negligence or therewithwillful misconduct. ------ Without limitation on the foregoing, the Administrative Agent and its directors, officers, agents, employees and attorneys:
(a) May treat the payee of any Note as the holder thereof until the Administrative Agent receives notice of the assignment or transfer thereof, in form satisfactory to the Administrative Agent, signed by the payee, and may treat each Bank as the owner of that Bank's interest in the Obligations for all purposes of this Agreement until the Administrative Agent receives notice of the assignment or transfer thereof, in form satisfactory to the Administrative Agent, signed by that Bank.
(b) May consult with legal counsel (including in-house legal counsel), --------- accountants (including in-house accountants) and other professionals or --------- experts selected by it, or with legal counsel, accountants or other professionals or experts for the Company and/or its subsidiaries or the Banks, and shall not be liable for any action taken or not taken by it in good faith in accordance with any advice of such legal counsel, accountants or other professionals or experts.
(c) The Administrative Agent Shall not be responsible to any Bank for any statement, warranty or representation made in any of the Loan Documents or in any notice, certificate, report, request or other statement (written or oral) given or made in connection with any of the Loan Documents.
(d) Shall have no duty to ask or inquire as to the performance or observance by the Company or its capacity as agent Subsidiaries of any of the terms, conditions or covenants of any of the Loan Documents or to inspect any collateral or the Property, books or records of the Company or its Subsidiaries.
(e) Will not be responsible to any Bank for the Lenders hereunder) shall be entitled to rely on due execution, legality, validity, enforceability, genuineness, effectiveness, sufficiency or value of any communicationLoan Document, any other instrument or document writing furnished pursuant thereto or in connection therewith, or any collateral.
(f) Will not incur any liability by acting or not acting in reliance upon any Loan Document, notice, consent, certificate, statement, request or other instrument or writing believed by it to be genuine or correct and to have been signed or sent by a Person or Persons believed by it to be the proper Person party or Personsparties.
(g) Will not incur any liability for any arithmetical error in computing any amount paid or payable by the Company or any Subsidiary or Affiliate thereof or paid or payable to or received or receivable from any Bank under any Loan Document, and it shall be entitled to rely on advice of legal counselincluding, independent public accountantswithout limitation, principal, --------- interest, commitment fees, Advances and other professional advisers amounts; provided that, -------- promptly upon discovery of such an error in computation, the Administrative Agent, the Banks and experts selected by it with reasonable care(to the extent applicable) the Company and/or its Subsidiaries or Affiliates shall make such adjustments as are necessary to correct such error and to restore the parties to the position that they would have occupied had the error not occurred; provided further that, the -------- ------- obligations of Borrowers under this Section 10.6(g) shall survive for sixty (60) days following the termination of this Agreement and such obligations shall not, from and after the termination of this Agreement, be deemed Obligations for any purpose under the Loan Documents.
Appears in 1 contract
Samples: Credit Agreement (Amgen Inc)
Liability of the Administrative Agent. (a) The Neither the Administrative Agent when acting on behalf of any Secured PartyAgent, may execute the Issuing Bank, nor any of its duties under this Credit Agreement or the other Fundamental Documents by or through its respective directors, officers, agents or employees and neither the Administrative Agent nor their respective directors, officers, agents employees or employees agents, shall be liable to the other Secured Parties or any of them for any action taken or omitted to be taken in good faith, nor be responsible to the other Secured Parties or to any of them for the consequences of any oversight or error of judgment, or for any loss, unless the same shall happen through its gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable decision. The Administrative Agent and their respective directors, officers, agents, and employees shall in no event be liable to any of the other Secured Parties such for any action taken or omitted to be taken by it pursuant to instructions received by it from the Required Lenders or in reliance upon the advice of counsel selected by it with reasonable care. Without limiting the foregoing, neither the Administrative Agent nor any of their respective directorsthem, officers, employeesexcept for such party’s own gross negligence or willful misconduct, or agents shall be responsible to any of the other Secured Parties for the due execution, validity, genuineness, effectiveness, sufficiency, or enforceability of, or for any statement, warrantywarranty or representation herein or the contents of any document delivered in connection herewith, or representation in, or for the perfection of any security interest contemplated by, the Fundamental Documents or any related agreement, document or order, or for freedom of any of the Collateral from prior Liens or security interests, or shall be required to ascertain or to make any inquiry concerning the performance or observance by the Borrowers, LGE, the Receivables Subs, the Parents Borrower or the Master Distributors any Subsidiary of any of the terms, conditions, covenants, covenants or agreements contained in any Loan Document. Neither the Administrative Agent nor the Issuing Bank shall be responsible to the Lenders or the holders of the Fundamental Notes for the due execution, genuineness, validity, enforceability or effectiveness of this Amended Agreement, the Notes or any other Loan Documents or other instruments or agreements. The Administrative Agent and the Issuing Bank may deem and treat the payee of any related agreement or document.
(b) None Note as the owner thereof for all purposes hereof until it shall have received from the payee of such Note notice, given as provided herein, of the transfer thereof in compliance with Section 9.04. Each of the Administrative Agent (and the Issuing Bank shall in its capacity all cases be fully protected in acting, or refraining from acting, in accordance with written instructions signed by the Required Lenders and, except as agent for otherwise specifically provided herein, such instructions and any action or inaction pursuant thereto shall be binding on all the Lenders) Lenders and each subsequent holder of any Note. The Administrative Agent, the Issuing Bank and the Required Lenders shall, in the absence of knowledge to the contrary, be entitled to rely on any instrument or document believed by it in good faith to be genuine and correct and to have been signed or sent by the proper person or persons. Neither the Administrative Agent, the Issuing Bank nor any of their respective directors, officers, employees or agents agents, shall have any responsibility to any Borrower, LGE, any Receivables Sub, any Parent or any Master Distributor the Borrowers on account of the failure of or delay in performance or breach by any of the Lenders (other than in its capacity as a Lender) Lender of any of such Lender’s its obligations under the Fundamental Documents hereunder or to any related agreement or document or in connection herewith or therewith. No Lender nor any of its directors, officers, employees or agents shall have any responsibility to the Borrowers, LGE, the Receivables Subs, the Parents or the Master Distributors on account of the failure of or delay in performance or breach by any other Lender of such other Lender’s obligations under or the Fundamental Documents Borrower or any related agreement Subsidiary of any of their respective obligations hereunder or document under any other Loan Document or in connection herewith or therewith.
(c) . The Administrative Agent (in its capacity as agent for and the Lenders hereunder) Issuing Bank may execute any and all duties hereunder by or through agents or employees, shall be entitled to rely on any communication, instrument or document believed by it to be genuine or correct and to have been signed or sent by a Person or Persons believed by it to be the proper Person or Persons, and it shall be entitled to rely on advice of consult with legal counsel, independent public accountants, accountants and other professional advisers and experts selected by it with reasonable carerespect to all matters arising hereunder and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts.
Appears in 1 contract
Liability of the Administrative Agent. (a) The Administrative Agent when acting on behalf shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents, and its duties hereunder and thereunder shall be administrative in nature. Without limiting the generality of the foregoing, (i) the Administrative Agent shall not be subject to any Secured Partyfiduciary or other implied duties, may execute regardless of whether an Event of Default has occurred and is continuing, (ii) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.08 or in the other Loan Documents) and (iii) except as expressly set forth herein and in the other Loan Documents, the Administrative Agent shall not 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 duties under this Credit Agreement Subsidiaries or Affiliates that is communicated to or obtained by the other Fundamental Documents by or through its respective directors, officers, agents or employees and neither institution serving as the Administrative Agent nor their respective directors, officers, agents or employees shall be liable to the other Secured Parties or any of them its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or omitted to not taken by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be taken necessary, or as the Administrative Agent will believe in good faithfaith shall be necessary, nor be responsible to under the other Secured Parties circumstances as provided in Section 10.08 and the final paragraph of Article 7) or to any (ii) in the absence of them for the consequences of any oversight or error of judgment, or for any loss, unless the same shall happen through its own gross negligence or willful misconduct, misconduct as determined by a court of competent jurisdiction in a by final non-appealable decisionnonappealable judgment. The Administrative Agent shall be deemed not to have knowledge of any Event of Default unless and their respective directors, officers, agents, and employees shall in no event be liable until written notice thereof is given to any of the other Secured Parties for any action taken or omitted to be taken by it pursuant to instructions received by it from the Required Lenders or in reliance upon the advice of counsel selected by it with reasonable care. Without limiting the foregoing, neither the Administrative Agent nor any of their respective directorsby the Borrower or a Lender, officers, employeesand the Administrative Agent shall not be responsible for, or agents shall be responsible have any duty to any of the other Secured Parties for the due executionascertain or inquire into, validity, genuineness, effectiveness, sufficiency, or enforceability of, or for (A) any statement, warranty, warranty or representation inmade in or in connection with this Agreement or any other Loan Document, or for (B) the perfection contents of any security interest contemplated bycertificate, the Fundamental Documents report or any related agreement, other document delivered hereunder or order, or for freedom of any of the Collateral from prior Liens or security interests, or shall be required to ascertain or to make any inquiry concerning the performance or observance by the Borrowers, LGE, the Receivables Subs, the Parents or the Master Distributors of any of the terms, conditions, covenants, or agreements of the Fundamental Documents or any related agreement or document.
(b) None of the Administrative Agent (in its capacity as agent for the Lenders) or any of their respective directors, officers, employees or agents shall have any responsibility to any Borrower, LGE, any Receivables Sub, any Parent or any Master Distributor on account of the failure or delay in performance or breach by any of the Lenders (other than in its capacity as a Lender) of any of such Lender’s obligations under the Fundamental Documents or any related agreement or document thereunder or in connection herewith or therewith. No Lender nor , (C) the performance or observance of any of its directorsthe covenants, officersagreements or other terms or conditions set forth herein or therein or the occurrence of any Event of Default, employees (D) the validity, enforceability, effectiveness or agents shall have genuineness of this Agreement, any responsibility other Loan Document or any other agreement, instrument or document, or (E) the satisfaction of any condition set forth in Section 4 or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the BorrowersAdministrative Agent, LGEand (iv) the Administrative Agent will not be required to take any action that, the Receivables Subs, the Parents in its opinion or the Master Distributors on account opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law, including for the avoidance of doubt, any action that may be in violation of the failure automatic stay under any Federal, state or delay foreign bankruptcy, insolvency, receivership or similar law now or hereafter in performance effect or breach by that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any other Lender of such other Lender’s obligations under the Fundamental Documents Federal, state or foreign bankruptcy, insolvency, or similar law now or hereafter in effect.
(b) The Administrative Agent shall be entitled to rely upon, and shall not incur any related agreement or liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or #1038422810384414v3315 other writing (including any electronic message, internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in connection herewith accordance with the advice of any such counsel, accountants or therewithexperts.
(c) The Administrative Agent (may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in its capacity connection with the syndication of the credit facilities provided for herein as agent well as activities as Administrative Agent. The Administrative Agent shall not be responsible for the Lenders hereunder) shall be entitled negligence or misconduct of any sub-agents except to rely on any communication, instrument the extent that a court of competent jurisdiction determines in a final and nonappealable judgment that the Administrative Agent acted with gross negligence or document believed by it to be genuine or correct and to have been signed or sent by a Person or Persons believed by it to be willful misconduct in the proper Person or Persons, and it shall be entitled to rely on advice selection of legal counsel, independent public accountants, and other professional advisers and experts selected by it with reasonable caresuch sub-agents.
Appears in 1 contract
Liability of the Administrative Agent. (a) The Administrative Agent Agent, when acting on behalf of any Secured Party, the Lenders may execute any of its duties under this Credit Agreement or the other Fundamental Documents by or through its respective directors, officers, agents agents, or employees and neither the Administrative Agent nor their its respective directors, officers, agents agents, or employees shall be liable to the other Secured Parties Lenders or any of them for any action taken or omitted to be taken in good faith, nor or be responsible to the other Secured Parties Lenders or to any of them for the consequences of any oversight or error of judgment, or for any loss, unless the same shall happen through its gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable decision. The Neither the Administrative Agent and their nor its respective directors, officers, agents, and employees shall in no any event be liable to the Lenders or to any of the other Secured Parties them for any action taken or omitted to be taken by it pursuant to instructions received by it from the Required Lenders or in reliance upon the advice of counsel selected by it with reasonable careit. Without limiting the foregoing, neither the Administrative Agent nor any of their its respective directors, officers, employees, or agents shall be responsible to any of the other Secured Parties Lenders for the due executionexecution (other than its own), validity, genuineness, effectiveness, sufficiency, or enforceability of, or for any statement, warranty, or representation made by any other Person in, or for the perfection of any security interest contemplated by, the Fundamental Documents this Agreement or any related agreement, document or order, or for freedom of any of the Collateral from prior Liens or security interests, order or shall be required to ascertain or to make any inquiry concerning the performance or observance by the Borrowers, LGE, the Receivables Subs, the Parents or the Master Distributors Borrower of any of the terms, conditions, covenants, or agreements of the Fundamental Documents this Agreement or any related agreement or document.
(b) None of Neither the Administrative Agent (in its capacity as agent for the Lenders) or nor any of their its respective directors, officers, employees employees, or agents shall have any responsibility to any Borrower, LGE, any Receivables Sub, any Parent or any Master Distributor the Borrower on account of the failure or delay in performance or breach by any of the Lenders (other than in its capacity as a Lender) or the Borrower of any of such Lender’s their respective obligations under the Fundamental Documents or any related agreement or document or in connection herewith or therewith. No Lender nor any of its directors, officers, employees or agents shall have any responsibility to the Borrowers, LGE, the Receivables Subs, the Parents this Agreement or the Master Distributors on account of the failure or delay in performance or breach by any other Lender of such other Lender’s obligations under the Fundamental Documents Notes or any related agreement or document or in connection herewith or therewith.
(c) The Administrative Agent (in its capacity as agent for the Lenders such capacities hereunder) , shall be entitled to rely on any communication, instrument instrument, or document reasonably believed by it to be genuine or correct and to have been signed or sent by a Person or Persons believed by it to be the proper Person or Persons, and it shall be entitled to rely on advice of legal counsel, independent public accountants, and other professional advisers and experts selected by it with reasonable careit.
Appears in 1 contract
Samples: Competitive Advance and Revolving Credit Agreement (PHH Corp)
Liability of the Administrative Agent. (a) The None of the Administrative Agent when acting on behalf of any Secured Party, may execute or any of its duties under this Credit Agreement or the other Fundamental Documents by or through its respective directors, officers, agents or employees and neither the Administrative Agent nor their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement and the other Secured Parties Loan Documents, except for its own gross negligence or any willful misconduct. Without limiting the generality of them the foregoing, the Administrative Agent: (a) may treat a Bank as such until the Administrative Agent receives an executed Assignment Agreement entered into between a Bank and an Eligible Assignee pursuant to Section 14.1; (b) may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts or consultants selected by it; (c) shall not be liable for any action taken or omitted to be taken in good faith, nor be responsible to faith by the other Secured Parties or to any of them for the consequences of any oversight or error of judgment, or for any loss, unless the same shall happen through its gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable decision. The Administrative Agent and their respective directors, officers, agents, and employees shall in no event be liable to any of the other Secured Parties for any action taken or omitted to be taken by it pursuant to instructions received by it from the Required Lenders or in reliance upon accordance with the advice of counsel selected by it with reasonable care. Without limiting the foregoingcounsel, neither the Administrative Agent nor accountants, consultants or experts; (d) shall make no warranty or representation to any of their respective directors, officers, employees, or agents Bank and shall not be responsible to any of Bank for any recitals, statements, warranties or representations, whether written or oral, made in or in connection with this Agreement or the other Secured Parties for the due execution, validity, genuineness, effectiveness, sufficiency, or enforceability of, or for Loan Documents; (e) shall not have any statement, warranty, or representation in, or for the perfection of any security interest contemplated by, the Fundamental Documents or any related agreement, document or order, or for freedom of any of the Collateral from prior Liens or security interests, or shall be required duty to ascertain or to make any inquiry concerning inquire as to the performance or observance by the Borrowers, LGE, the Receivables Subs, the Parents or the Master Distributors of any of the terms, conditionsobligations, covenantscovenants or conditions of this Agreement on the part of the Borrower or to inspect the property (including, without limitation, any books and records) of the Borrower; (f) shall not be responsible to any Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document or other support or security (including the validity, priority or perfection of any Lien), or agreements any other document furnished in connection with any of the Fundamental Documents foregoing; and (g) shall incur no liability under or in respect of this Agreement or any related agreement other Loan Document by action upon any written notice, statement, certificate, order, telephone message, facsimile or document.
(b) None of other document which the Administrative Agent (believes in its capacity as agent for the Lenders) or any of their respective directors, officers, employees or agents shall have any responsibility to any Borrower, LGE, any Receivables Sub, any Parent or any Master Distributor on account of the failure or delay in performance or breach by any of the Lenders (other than in its capacity as a Lender) of any of such Lender’s obligations under the Fundamental Documents or any related agreement or document or in connection herewith or therewith. No Lender nor any of its directors, officers, employees or agents shall have any responsibility to the Borrowers, LGE, the Receivables Subs, the Parents or the Master Distributors on account of the failure or delay in performance or breach by any other Lender of such other Lender’s obligations under the Fundamental Documents or any related agreement or document or in connection herewith or therewith.
(c) The Administrative Agent (in its capacity as agent for the Lenders hereunder) shall be entitled to rely on any communication, instrument or document believed by it good faith to be genuine or and correct and to have been signed signed, sent or sent made by a Person or Persons believed by it to be the proper Person or Persons, and it shall be entitled to rely on advice of legal counsel, independent public accountants, and other professional advisers and experts selected by it with reasonable carePerson.
Appears in 1 contract
Samples: Credit Agreement (Conseco Inc)
Liability of the Administrative Agent. (a) The Administrative Agent Agent, when acting on behalf of any Secured Party, may execute any of its duties under this Credit Agreement or the other Fundamental Documents by or through its respective directors, officers, employees or agents or employees and neither the Administrative Agent nor their respective its directors, officers, employees or agents or employees shall be liable to the other Secured Parties or any of them for any action taken or omitted to be taken in good faith, nor be responsible to the other Secured Parties or to any of them for the consequences of any oversight or error of judgment, or for any loss, unless the same shall happen through its gross negligence or willful misconduct, as finally determined by a court of competent jurisdiction in a final non-appealable decisiondecision or in an appealable decision that the party seeking indemnification does not appeal within the time required. The Administrative Agent and their respective its directors, officers, agents, employees and employees agents shall in no event be liable to any of the other Secured Parties or to any of them for any action taken or omitted to be taken by it pursuant to instructions received by it from the Required Lenders or in reliance upon the advice of counsel selected by it with reasonable care. Without limiting the foregoing, neither the Administrative Agent nor any of their respective its directors, officers, employees, employees or agents shall be responsible to any of the other Secured Parties for the due execution, validity, genuineness, effectiveness, sufficiency, or enforceability of, or for any statement, warranty, or representation in, or for the perfection of any security interest contemplated by, the this Credit Agreement, any other Fundamental Documents Document or any related agreement, document or order, or for freedom of any of the Collateral or any of the Pledged Collateral from prior Liens or security interests, or shall be required to ascertain or to make any inquiry concerning the performance or observance by the BorrowersBorrower, LGE, the Receivables Subs, the Parents or the Master Distributors any other Credit Party of any of the terms, conditions, covenants, or agreements of the this Credit Agreement, any other Fundamental Documents Document, or any related agreement or document.
(b) None of the Administrative Agent (in its capacity as agent for the Lenders) or any of their respective its directors, officers, employees or agents shall have any responsibility to any the Borrower, LGE, any Receivables Sub, any Parent or any Master Distributor other Credit Party on account of the failure or delay in performance or breach by any of the Lenders (other than in its capacity as a Lender) of any of such LenderXxxxxx’s obligations under this Credit Agreement, the other Fundamental Documents or any related agreement or document or in connection herewith or therewith. No Lender nor any of its directors, officers, employees or agents shall have any responsibility to the BorrowersBorrower, LGE, the Receivables Subs, the Parents or the Master Distributors any other Credit Party on account of the failure or delay in performance or breach by any other Lender of such other Lender’s obligations under this Credit Agreement, the other Fundamental Documents or any related agreement or document or in connection herewith or therewith.
(c) The Administrative Agent (in its capacity as agent for the Lenders hereunderLenders) shall be entitled to rely on any communication, instrument or document believed by it to be genuine or correct and to have been signed or sent by a Person or Persons believed by it to be the proper Person or Persons, and it shall be entitled to rely on advice of legal counsel, independent public accountants, and other professional advisers and experts selected by it with reasonable careit.
Appears in 1 contract
Samples: Subordination and Intercreditor Agreement (Eros International PLC)
Liability of the Administrative Agent. (a) The None of the Administrative Agent when acting on behalf of any Secured Party, may execute or any of its duties under this Credit Agreement or the other Fundamental Documents by or through its respective directors, officers, agents or employees and neither the Administrative Agent nor their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement and the other Secured Parties Loan Documents, except for its own gross negligence or any willful misconduct. Without limiting the generality of them the foregoing, the Administrative Agent (a) may treat a Bank as such until the Administrative Agent receives an executed Assignment Agreement entered into between a Bank and an Eligible Assignee pursuant to Section 14.1 hereof; (b) may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts or consultants selected by it; (c) shall not be liable for any action taken or omitted to be taken in good faith, nor be responsible to faith by the other Secured Parties or to any of them for the consequences of any oversight or error of judgment, or for any loss, unless the same shall happen through its gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable decision. The Administrative Agent and their respective directors, officers, agents, and employees shall in no event be liable to any of the other Secured Parties for any action taken or omitted to be taken by it pursuant to instructions received by it from the Required Lenders or in reliance upon accordance with the advice of counsel selected by it with reasonable care. Without limiting the foregoingcounsel, neither the Administrative Agent nor accountants, consultants or experts; (d) shall make no warranty or representation to any of their respective directors, officers, employees, or agents Bank and shall not be responsible to any of Bank for any recitals, statements, warranties or representations, whether written or oral, made in or in connection with this Agreement or the other Secured Parties for the due execution, validity, genuineness, effectiveness, sufficiency, or enforceability of, or for Loan Documents; (e) shall not have any statement, warranty, or representation in, or for the perfection of any security interest contemplated by, the Fundamental Documents or any related agreement, document or order, or for freedom of any of the Collateral from prior Liens or security interests, or shall be required duty to ascertain or to make any inquiry concerning inquire as to the performance or observance by the Borrowers, LGE, the Receivables Subs, the Parents or the Master Distributors of any of the terms, conditionsobligations, covenantscovenants or conditions of this Agreement on the part of the Borrower or to inspect the property (including, without limitation, any books and records) of the Borrower; (f) shall not be responsible to any Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document or other support or security (including the validity, priority or perfection of any Lien), or agreements any other document furnished in connection with any of the Fundamental Documents foregoing; and (g) shall incur no liability under or in respect of this Agreement or any related agreement other Loan Document by action upon any written notice, statement, certificate, order, telephone message, facsimile or document.
(b) None of other document which the Administrative Agent (believes in its capacity as agent for the Lenders) or any of their respective directors, officers, employees or agents shall have any responsibility to any Borrower, LGE, any Receivables Sub, any Parent or any Master Distributor on account of the failure or delay in performance or breach by any of the Lenders (other than in its capacity as a Lender) of any of such Lender’s obligations under the Fundamental Documents or any related agreement or document or in connection herewith or therewith. No Lender nor any of its directors, officers, employees or agents shall have any responsibility to the Borrowers, LGE, the Receivables Subs, the Parents or the Master Distributors on account of the failure or delay in performance or breach by any other Lender of such other Lender’s obligations under the Fundamental Documents or any related agreement or document or in connection herewith or therewith.
(c) The Administrative Agent (in its capacity as agent for the Lenders hereunder) shall be entitled to rely on any communication, instrument or document believed by it good faith to be genuine or and correct and to have been signed signed, sent or sent made by a Person or Persons believed by it to be the proper Person or Persons, and it shall be entitled to rely on advice of legal counsel, independent public accountants, and other professional advisers and experts selected by it with reasonable carePerson.
Appears in 1 contract
Samples: Credit Agreement (Conseco Inc Et Al)
Liability of the Administrative Agent. (a) The Administrative Agent when acting on behalf None of any Secured Party, may execute the Agent-Related Persons nor any of its duties under this Credit Agreement or the other Fundamental Documents by or through its respective directors, officers, agents or employees and neither the Administrative Agent nor their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement and the Loan Documents, except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, the Administrative Agent (a) may treat a Lender as such until the Administrative Agent receives an executed Assignment Agreement entered into between a Lender and an Eligible Assignee pursuant to Section 12.1 hereof; (b) may consult with legal counsel (including counsel for the Borrower), independent public accountants and other Secured Parties experts or any of them consultants selected by it; (c) shall not be liable for any action taken or omitted to be taken in good faith, nor be responsible to faith by the other Secured Parties or to any of them for the consequences of any oversight or error of judgment, or for any loss, unless the same shall happen through its gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable decision. The Administrative Agent and their respective directors, officers, agents, and employees shall in no event be liable to any of the other Secured Parties for any action taken or omitted to be taken by it pursuant to instructions received by it from the Required Lenders or in reliance upon accordance with the advice of counsel selected by it with reasonable care. Without limiting the foregoingcounsel, neither the Administrative Agent nor accountants, consultants or experts; (d) make no warranty or representation to any of their respective directors, officers, employees, or agents Lender and shall not be responsible to any of the other Secured Parties for the due execution, validity, genuineness, effectiveness, sufficiency, or enforceability of, or Lender for any statementrecitals, warrantystatements, warranties or representation inrepresentations, whether written or for oral, made in or in connection with this Agreement or the perfection of Loan Documents; (e) shall not have any security interest contemplated by, the Fundamental Documents or any related agreement, document or order, or for freedom of any of the Collateral from prior Liens or security interests, or shall be required duty to ascertain or to make any inquiry concerning inquire as to the performance or observance by the Borrowers, LGE, the Receivables Subs, the Parents or the Master Distributors of any of the terms, conditionsobligations, covenants, covenants or agreements conditions of this Agreement on the part of the Fundamental Documents Borrower or to inspect the property (including, without limitation, any books and records) of the Borrower; (f) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any Loan Document or any related agreement other document furnished in connection with any of the foregoing; and (g) shall incur no liability under or document.
(b) None in respect of this Agreement or any Loan Document by action upon any written notice, statement, certificate, order, telephone message, facsimile or other document which the Administrative Agent (believes in its capacity as agent for the Lenders) or any of their respective directors, officers, employees or agents shall have any responsibility to any Borrower, LGE, any Receivables Sub, any Parent or any Master Distributor on account of the failure or delay in performance or breach by any of the Lenders (other than in its capacity as a Lender) of any of such Lender’s obligations under the Fundamental Documents or any related agreement or document or in connection herewith or therewith. No Lender nor any of its directors, officers, employees or agents shall have any responsibility to the Borrowers, LGE, the Receivables Subs, the Parents or the Master Distributors on account of the failure or delay in performance or breach by any other Lender of such other Lender’s obligations under the Fundamental Documents or any related agreement or document or in connection herewith or therewith.
(c) The Administrative Agent (in its capacity as agent for the Lenders hereunder) shall be entitled to rely on any communication, instrument or document believed by it good faith to be genuine or and correct and to have been signed signed, sent or sent made by a Person or Persons believed by it to be the proper Person or Persons, and it shall be entitled to rely on advice of legal counsel, independent public accountants, and other professional advisers and experts selected by it with reasonable careperson.
Appears in 1 contract
Liability of the Administrative Agent. (a) The Administrative Agent when acting on behalf shall not have any duty (fiduciary or otherwise) to any of any Secured Partythe Lenders except to the extent expressly provided in this Agreement. Neither the Administrative Agent, may execute nor any of its duties under this Credit Agreement or the other Fundamental Documents by or through its respective directorsdírectors, officers, agents or employees employees, shall be xxxxx to the Lenders for any action taken or omitted to be taken by it or them under or in connection with this Agreement and neither the other Loan Documents, except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, the Administrative Agent nor their respective directors(a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives an executed Assignment Agreement entered into between a Lender and an Eligible Assignee pursuant to Section 10.1; (b) may consult with legal counsel (including counsel for the Borrower), officers, agents independent public accountants and other experts or employees consultants selected by it and shall not be liable to the other Secured Parties or any of them xxxxx for any action taken or omitted to be taken in good faith, nor be responsible to faith by the other Secured Parties or to any of them for the consequences of any oversight or error of judgment, or for any loss, unless the same shall happen through its gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable decision. The Administrative Agent and their respective directors, officers, agents, and employees shall in no event be liable to any of the other Secured Parties for any action taken or omitted to be taken by it pursuant to instructions received by it from the Required Lenders or in reliance upon accordance with the advice of counsel selected by it with reasonable care. Without limiting the foregoingsuch counsel, neither the Administrative Agent nor accountants, consultants or experts; (c) makes no warranty or representation to any of their respective directors, officers, employees, or agents Lender and shall not be responsible to any of Lender for any recitals, statements, warranties or representations, whether written or oral, made by the Borrower in or in connection with this Agreement or the other Secured Parties for the due execution, validity, genuineness, effectiveness, sufficiency, or enforceability of, or for Loan Documents; (d) shall not have any statement, warranty, or representation in, or for the perfection of any security interest contemplated by, the Fundamental Documents or any related agreement, document or order, or for freedom of any of the Collateral from prior Liens or security interests, or shall be required duty to ascertain or to make any inquiry concerning inquire as to the performance or observance by the Borrowers, LGE, the Receivables Subs, the Parents or the Master Distributors observante of any of the terms, conditionsobligations, covenantscovenants or conditions of this Agreement or any other Loan Document on the part of the Borrower or to inspect the property (including, without limitation, any books and records) of the Borrower; (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any other Loan Document, any Collateral or other support or security, or agreements any other document furnished in connection with any of the Fundamental Documents foregoing; and (f) shall incur no liability under or in respect of this Agreement or any related agreement other Loan Document by action upon any written notice, statement, certificate, order, telephone message, facsimile or document.
(b) None of other document which the Administrative Agent (believes in its capacity as agent for the Lenders) or any of their respective directors, officers, employees or agents shall have any responsibility to any Borrower, LGE, any Receivables Sub, any Parent or any Master Distributor on account of the failure or delay in performance or breach by any of the Lenders (other than in its capacity as a Lender) of any of such Lender’s obligations under the Fundamental Documents or any related agreement or document or in connection herewith or therewith. No Lender nor any of its directors, officers, employees or agents shall have any responsibility to the Borrowers, LGE, the Receivables Subs, the Parents or the Master Distributors on account of the failure or delay in performance or breach by any other Lender of such other Lender’s obligations under the Fundamental Documents or any related agreement or document or in connection herewith or therewith.
(c) The Administrative Agent (in its capacity as agent for the Lenders hereunder) shall be entitled to rely on any communication, instrument or document believed by it good faith to be genuine or and correct and to have been signed signed, sent or sent mane by a Person or Persons believed by it to be the proper Person party or Persons, and it shall be entitled to rely on advice of legal counsel, independent public accountants, and other professional advisers and experts selected by it with reasonable careparties.
Appears in 1 contract
Samples: Credit Agreement
Liability of the Administrative Agent. (a) The Neither the Administrative Agent when acting on behalf of any Secured PartyAgent, may execute the Foreign Currency Agent, nor any of its duties under this Credit Agreement or the other Fundamental Documents by or through its respective directors, officers, agents or employees and neither the Administrative Agent nor their respective directors, officers, agents or employees shall be liable to the other Secured Parties any Lender or any of such Lender's Affiliates for any action taken or omitted to be taken by it or them under or in connection with this Agreement and the Related Documents, except for its or their own gross negligence or willful misconduct as finally judicially determined by a court of competent jurisdiction. Without limiting the generality of the foregoing, the Administrative Agent and the Foreign Currency Agent, as applicable, (a) may treat the payee of any Note as the holder thereof until the Administrative Agent or the Foreign Currency Agent, as applicable, receives an executed Assignment Agreement entered into between a Lender and an Eligible Assignee pursuant to Section 16.1; (b) may consult with legal counsel (including counsel for the Parent or any of its Subsidiaries), independent public accountants and other experts or consultants selected by it; (c) shall not be liable for any action taken or omitted to be taken in good faith, nor be responsible to faith by the other Secured Parties Administrative Agent or to any of them for the consequences of any oversight or error of judgment, or for any loss, unless the same shall happen through its gross negligence or willful misconductForeign Currency Agent, as determined by a court of competent jurisdiction applicable, in a final non-appealable decision. The Administrative Agent and their respective directors, officers, agents, and employees shall in no event be liable to any of the other Secured Parties for any action taken or omitted to be taken by it pursuant to instructions received by it from the Required Lenders or in reliance upon accordance with the advice of counsel selected by it with reasonable care. Without limiting the foregoingcounsel, neither the Administrative Agent nor accountants, consultants or experts; (d) makes no warranty or representation to any of their respective directors, officers, employees, or agents Lender and shall not be responsible to any of the other Secured Parties for the due execution, validity, genuineness, effectiveness, sufficiency, or enforceability of, or Lender for any statementrecitals, warrantystatements, warranties or representation inrepresentations, whether written or for oral, made in or in connection with this Agreement or the perfection of Related Documents; (e) shall not have any security interest contemplated by, the Fundamental Documents or any related agreement, document or order, or for freedom of any of the Collateral from prior Liens or security interests, or shall be required duty to ascertain or to make any inquiry concerning inquire as to the performance or observance by the Borrowers, LGE, the Receivables Subs, the Parents or the Master Distributors of any of the terms, conditionsobligations, covenantscovenants or conditions of this Agreement on the part of the Parent or any of its Subsidiaries or to inspect the property (including, without limitation, any books and records) of the Parent or any Subsidiary of the Parent; (f) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any Related Document, any Collateral or other support or security, or agreements any other document furnished in connection with any of the Fundamental Documents foregoing; and (g) shall incur no liability under or in respect of this Agreement or any related agreement Related Document by action upon any written notice, statement, certificate, order, telephone message, facsimile or document.
(b) None of other document which the Administrative Agent (in its capacity as agent for the Lenders) or any of their respective directors, officers, employees or agents shall have any responsibility to any Borrower, LGE, any Receivables Sub, any Parent or any Master Distributor on account of the failure or delay in performance or breach by any of the Lenders (other than in its capacity as a Lender) of any of such Lender’s obligations under the Fundamental Documents or any related agreement or document or in connection herewith or therewith. No Lender nor any of its directors, officers, employees or agents shall have any responsibility to the Borrowers, LGE, the Receivables Subs, the Parents or the Master Distributors on account of the failure or delay Foreign Currency Agent, as applicable, believes in performance or breach by any other Lender of such other Lender’s obligations under the Fundamental Documents or any related agreement or document or in connection herewith or therewith.
(c) The Administrative Agent (in its capacity as agent for the Lenders hereunder) shall be entitled to rely on any communication, instrument or document believed by it good faith to be genuine or and correct and to have been signed signed, sent or sent made by a Person or Persons believed by it to be the proper Person or Persons, and it shall be entitled to rely on advice of legal counsel, independent public accountants, and other professional advisers and experts selected by it with reasonable carePerson.
Appears in 1 contract
Liability of the Administrative Agent. (a) The Administrative Agent when acting on behalf of any Secured Party, may execute any of its duties under this Credit Agreement or the other Fundamental Documents by or through its respective directors, officers, agents or employees and neither Neither the Administrative Agent nor their respective directorsAgent, officers, agents or employees shall be liable to the other Secured Parties or any of them for any action taken or omitted to be taken in good faith, nor be responsible to the other Secured Parties or to any of them for the consequences of any oversight or error of judgment, or for any loss, unless the same shall happen through its gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable decision. The Administrative Agent and their respective directors, officers, agents, and employees shall in no event be liable to any of the other Secured Parties for any action taken or omitted to be taken by it pursuant to instructions received by it from the Required Lenders or in reliance upon the advice of counsel selected by it with reasonable care. Without limiting the foregoing, neither the Administrative Agent nor any of their respective directors, officers, employees, or agents shall be responsible to any of the other Secured Parties for the due execution, validity, genuineness, effectiveness, sufficiency, or enforceability of, or for any statement, warranty, or representation in, or for the perfection of any security interest contemplated by, the Fundamental Documents or any related agreement, document or order, or for freedom of any of the Collateral from prior Liens or security interests, or shall be required to ascertain or to make any inquiry concerning the performance or observance by the Borrowers, LGE, the Receivables Subs, the Parents or the Master Distributors of any of the terms, conditions, covenants, or agreements of the Fundamental Documents or any related agreement or document.
(b) None of the Administrative Agent (in its capacity as agent for the Lenders) or any of their respective directors, officers, employees or agents shall have any responsibility to any Borrower, LGE, any Receivables Sub, any Parent or any Master Distributor on account of the failure or delay in performance or breach by any of the Lenders (other than in its capacity as a Lender) of any of such Lender’s obligations under the Fundamental Documents or any related agreement or document or in connection herewith or therewith. No Lender nor any of its directors, officers, employees agents, employees, attorneys or agents Affiliates shall have be liable for any responsibility to the Borrowers, LGE, the Receivables Subs, the Parents action taken or the Master Distributors on account of the failure or delay in performance or breach not taken by any other Lender of such other Lender’s obligations them under the Fundamental Documents or any related agreement or document or in connection herewith with the Loan Documents, except for their own gross negligence or therewithwillful misconduct. Without limitation on the foregoing, the Administrative Agent and its directors, officers, agents, employees, attorneys and Affiliates:
(a) May treat the payee of any Note as the holder thereof until the Administrative Agent receives and accepts an Assignment Agreement entered into by the Bank which is the payee of such Advance, as assignor, and an Eligible Assignee, as assignee, as provided in Section 13.9, and may treat each Bank as the owner of that Bank’s interest in the Obligations for all purposes of this Agreement until the Administrative Agent receives and accepts such Assignment Agreement.
(b) May consult with legal counsel (including in-house legal counsel), accountants (including in-house accountants) and other professionals or experts selected by it, or with legal counsel, accountants or other professionals or experts for the Company and/or its subsidiaries or the Banks, and shall not be liable for any action taken or not taken by it in good faith in accordance with any advice of such legal counsel, accountants or other professionals or experts.
(c) The Administrative Agent Shall not be responsible to any Bank for any statement, warranty or representation made in any of the Loan Documents or in any notice, certificate, report, request or other statement (written or oral) given or made in connection with any of the Loan Documents.
(d) Shall have no duty to ask or inquire as to the performance or observance by the Company or its capacity as agent Subsidiaries of any of the terms, conditions or covenants of any of the Loan Documents or to inspect any collateral or the Property, books or records of the Company or its Subsidiaries.
(e) Will not be responsible to any Bank for the Lenders hereunder) shall due execution, legality, validity, enforceability, genuineness, effectiveness, sufficiency or value of, or the perfection or priority of a lien or security interest, if any, created or purported to be entitled to rely on created under or in connection with, any communicationLoan Document, any other instrument or document writing furnished pursuant thereto or in connection therewith, or any collateral.
(f) Will not incur any liability by acting or not acting in reliance upon any Loan Document, notice, consent, certificate, statement, request or other instrument or writing believed by it to be genuine or correct and to have been signed or sent by a Person or Persons believed by it to be the proper Person party or Personsparties.
(g) Will not incur any liability for any arithmetical error in computing any amount paid or payable by the Company or any Subsidiary or Affiliate thereof or paid or payable to or received or receivable from any Bank under any Loan Document, and it shall be entitled to rely on advice of legal counselincluding, independent public accountantswithout limitation, principal, interest, facility fees, Advances and other professional advisers amounts; provided that, promptly upon discovery of such an error in computation, the Administrative Agent, the Banks and experts selected by it with reasonable care(to the extent applicable) the Company and/or its Subsidiaries or Affiliates shall make such adjustments as are necessary to correct such error and to restore the parties to the position that they would have occupied had the error not occurred; provided further that, the obligations of Borrowers under this Section 10.6(g) shall survive for sixty (60) days following the termination of this Agreement and such obligations shall not, from and after the termination of this Agreement, be deemed Obligations for any purpose under the Loan Documents.
Appears in 1 contract
Samples: Credit Agreement (Amgen Inc)
Liability of the Administrative Agent. (a) The Neither the Administrative Agent when acting on behalf of any Secured PartyAgent, may execute nor any of its duties under this Credit Agreement or the other Fundamental Documents by or through its respective directors, officers, agents or employees Affiliates and neither the Administrative Agent nor their respective directors, officers, agents or employees shall be liable to the other Secured Parties or any of them for any action taken or omitted to be not taken by such Person in good faith, nor be responsible to connection with any Financing Document (i) in the other Secured Parties or to any absence of them for the consequences of any oversight or error of judgment, or for any loss, unless the same shall happen through its own gross negligence or willful misconductmisconduct or (ii) with the consent or at the request of the Required Lenders, as determined by a court of competent jurisdiction in a final non-appealable decisionprovided that this clause (ii) shall not affect any rights the Borrower may have against the Lenders that made such request. The Neither the Administrative Agent Agent, nor its Affiliates and their respective directors, officers, agents, and agents or employees shall in no event be liable to any of the other Secured Parties for any action taken or omitted to be taken by it pursuant to instructions received by it from the Required Lenders or in reliance upon the advice of counsel selected by it with reasonable care. Without limiting the foregoing, neither the Administrative Agent nor any of their respective directors, officers, employees, or agents shall be responsible for or have any duty to any of the other Secured Parties for the due executionascertain, validity, genuineness, effectiveness, sufficiency, inquire into or enforceability of, or for verify (i) any statement, warranty, warranty or representation in, made in connection with any Financing Document; (ii) the performance or for the perfection of any security interest contemplated by, the Fundamental Documents or any related agreement, document or order, or for freedom observance of any of the Collateral from prior Liens or security interests, or shall be required to ascertain or to make any inquiry concerning the performance or observance by the Borrowers, LGE, the Receivables Subs, the Parents or the Master Distributors of any of the terms, conditions, covenants, covenants or agreements of the Fundamental Documents Borrower in any Financing Document; (iii) the satisfaction of any condition specified in Article 3, except receipt of items required to be delivered to the Administrative Agent; or (iv) the validity, effectiveness or genuineness of any Financing Document or any related agreement other instrument or document.
(b) None of the Administrative Agent (in its capacity as agent for the Lenders) or any of their respective directors, officers, employees or agents shall have any responsibility to any Borrower, LGE, any Receivables Sub, any Parent or any Master Distributor on account of the failure or delay in performance or breach by any of the Lenders (other than in its capacity as a Lender) of any of such Lender’s obligations under the Fundamental Documents or any related agreement or document or writing furnished in connection herewith or therewith. No Lender nor any of its directors, officers, employees or agents shall have any responsibility to the Borrowers, LGE, the Receivables Subs, the Parents or the Master Distributors on account of the failure or delay in performance or breach by any other Lender of such other Lender’s obligations under the Fundamental Documents or any related agreement or document or in connection herewith or therewith.
(c) The Administrative Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement, or other writing (in its capacity as agent for the Lenders hereunderwhich may be a bank wire, telex, facsimile transmission or similar writing) shall be entitled to rely on any communication, instrument or document believed by it to be genuine or correct to be signed by the proper party or parties. The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Financing Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Section shall apply to any such sub-agent and to have been signed or sent by a Person or Persons believed by it to be the proper Person or PersonsRelated Parties of the Administrative Agent and any such sub-agent, and it shall be entitled apply to rely on advice their respective activities in connection with the syndication of legal counsel, independent public accountants, and other professional advisers and experts selected by it with reasonable carethe credit facilities provided for herein as well as activities as the Administrative Agent.
Appears in 1 contract
Liability of the Administrative Agent. (a) The Administrative Agent when acting on behalf shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents, and its duties hereunder and thereunder shall be administrative in nature. Without limiting the generality of the foregoing, (i) the Administrative Agent shall not be subject to any Secured Partyfiduciary or other implied duties, may execute regardless of whether an Event of Default has occurred and is continuing, (ii) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.08 or in the other Loan Documents) and (iii) except as expressly set forth herein and in the other Loan Documents, the Administrative Agent shall not 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 duties under this Credit Agreement Subsidiaries or Affiliates that is communicated to or obtained by the other Fundamental Documents by or through its respective directors, officers, agents or employees and neither institution serving as the Administrative Agent nor their respective directors, officers, agents or employees shall be liable to the other Secured Parties or any of them its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or omitted to not taken by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be taken necessary, or as the Administrative Agent will believe in good faithfaith shall be necessary, nor be responsible to under the other Secured Parties circumstances as provided in Section 10.08 and the final paragraph of Article 7) or to any (ii) in the absence of them for the consequences of any oversight or error of judgment, or for any loss, unless the same shall happen through its own gross negligence or willful misconduct, misconduct as determined by a court of competent jurisdiction in a by final non-appealable decisionnonappealable judgment. The Administrative Agent shall be deemed not to have knowledge of any Event of Default unless and their respective directors, officers, agents, and employees shall in no event be liable until written notice thereof is given to any of the other Secured Parties for any action taken or omitted to be taken by it pursuant to instructions received by it from the Required Lenders or in reliance upon the advice of counsel selected by it with reasonable care. Without limiting the foregoing, neither the Administrative Agent nor any of their respective directorsby the Borrower or a Lender, officers, employeesand the Administrative Agent shall not be responsible for, or agents shall be responsible have any duty to any of the other Secured Parties for the due executionascertain or inquire into, validity, genuineness, effectiveness, sufficiency, or enforceability of, or for (A) any statement, warranty, warranty or representation inmade in or in connection with this Agreement or any other Loan Document, or for (B) the perfection contents of any security interest contemplated bycertificate, the Fundamental Documents report or any related agreement, other document delivered hereunder or order, or for freedom of any of the Collateral from prior Liens or security interests, or shall be required to ascertain or to make any inquiry concerning the performance or observance by the Borrowers, LGE, the Receivables Subs, the Parents or the Master Distributors of any of the terms, conditions, covenants, or agreements of the Fundamental Documents or any related agreement or document.
(b) None of the Administrative Agent (in its capacity as agent for the Lenders) or any of their respective directors, officers, employees or agents shall have any responsibility to any Borrower, LGE, any Receivables Sub, any Parent or any Master Distributor on account of the failure or delay in performance or breach by any of the Lenders (other than in its capacity as a Lender) of any of such Lender’s obligations under the Fundamental Documents or any related agreement or document thereunder or in connection herewith or therewith. No Lender nor , (C) the performance or observance of any of its directorsthe covenants, officersagreements or other terms or conditions set forth herein or therein or the occurrence of any Event of Default, employees (D) the validity, enforceability, effectiveness or agents shall have genuineness of this Agreement, any responsibility other Loan Document or any other agreement, instrument or document, or (E) the satisfaction of any condition set forth in Section 4 or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the BorrowersAdministrative Agent, LGEand (iv) the Administrative Agent will not be required to take any action that, the Receivables Subs, the Parents in its opinion or the Master Distributors on account opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law, including for the avoidance of doubt, any action that may be in violation of the failure automatic stay under any Federal, state or delay foreign bankruptcy, insolvency, receivership or similar law now or hereafter in performance effect or breach by that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any other Lender of such other Lender’s obligations under the Fundamental Documents Federal, state or foreign bankruptcy, insolvency, or similar law now or hereafter in effect.
(b) The Administrative Agent shall be entitled to rely upon, and shall not incur any related agreement or liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. The Administrative Agent may consult with legal counsel (who may be counsel for the #10384414v15 Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in connection herewith accordance with the advice of any such counsel, accountants or therewithexperts.
(c) The Administrative Agent (may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in its capacity connection with the syndication of the credit facilities provided for herein as agent well as activities as Administrative Agent. The Administrative Agent shall not be responsible for the Lenders hereunder) shall be entitled negligence or misconduct of any sub-agents except to rely on any communication, instrument the extent that a court of competent jurisdiction determines in a final and nonappealable judgment that the Administrative Agent acted with gross negligence or document believed by it to be genuine or correct and to have been signed or sent by a Person or Persons believed by it to be willful misconduct in the proper Person or Persons, and it shall be entitled to rely on advice selection of legal counsel, independent public accountants, and other professional advisers and experts selected by it with reasonable caresuch sub-agents.
Appears in 1 contract
Liability of the Administrative Agent. None of the Administrative Agent or any Agent Related Person shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement and the other Loan Documents, except for its own gross negligence or willful misconduct. Without limiting the generality of the foregoing, the Administrative Agent: (a) The Administrative Agent when acting on behalf of any Secured Party, may execute any of its duties under this Credit Agreement or the other Fundamental Documents by or through its respective directors, officers, agents or employees and neither treat a Bank as such until the Administrative Agent nor their respective directorsreceives an executed Assignment Agreement entered into between a Bank and an Eligible Assignee pursuant to Section 12.1 hereof; (b) may consult with legal counsel (including counsel for any Borrower), officers, agents independent public accountants and other experts or employees consultants selected by it; (c) shall not be liable to the other Secured Parties or any of them for any action taken or omitted to be taken in good faith, nor be responsible to faith by the other Secured Parties or to any of them for the consequences of any oversight or error of judgment, or for any loss, unless the same shall happen through its gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable decision. The Administrative Agent and their respective directors, officers, agents, and employees shall in no event be liable to any of the other Secured Parties for any action taken or omitted to be taken by it pursuant to instructions received by it from the Required Lenders or in reliance upon accordance with the advice of counsel selected by it with reasonable care. Without limiting the foregoingcounsel, neither the Administrative Agent nor accountants, consultants or experts; (d) shall make no warranty or representation to any of their respective directors, officers, employees, or agents Bank and shall not be responsible to any of Bank for any recitals, statements, warranties or representations, whether written or oral, made in or in connection with this Agreement or the other Secured Parties for the due execution, validity, genuineness, effectiveness, sufficiency, or enforceability of, or for Loan Documents; (e) shall not have any statement, warranty, or representation in, or for the perfection of any security interest contemplated by, the Fundamental Documents or any related agreement, document or order, or for freedom of any of the Collateral from prior Liens or security interests, or shall be required duty to ascertain or to make any inquiry concerning inquire as to the performance or observance by the Borrowers, LGE, the Receivables Subs, the Parents or the Master Distributors of any of the terms, conditionsobligations, covenantscovenants or conditions of this Agreement on the part of any Borrower or to inspect the property (including, without limitation, any books and records) of any Borrower; (f) shall not be responsible to any Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document or other support or security (including the validity, priority or perfection of any Lien), or agreements any other document furnished in connection with any of the Fundamental Documents foregoing; and (g) shall incur no liability under or in respect of this Agreement or any related agreement other Loan Document by action upon any written notice, statement, certificate, order, telephone message, facsimile or document.
(b) None of other document which the Administrative Agent (believes in its capacity as agent for the Lenders) or any of their respective directors, officers, employees or agents shall have any responsibility to any Borrower, LGE, any Receivables Sub, any Parent or any Master Distributor on account of the failure or delay in performance or breach by any of the Lenders (other than in its capacity as a Lender) of any of such Lender’s obligations under the Fundamental Documents or any related agreement or document or in connection herewith or therewith. No Lender nor any of its directors, officers, employees or agents shall have any responsibility to the Borrowers, LGE, the Receivables Subs, the Parents or the Master Distributors on account of the failure or delay in performance or breach by any other Lender of such other Lender’s obligations under the Fundamental Documents or any related agreement or document or in connection herewith or therewith.
(c) The Administrative Agent (in its capacity as agent for the Lenders hereunder) shall be entitled to rely on any communication, instrument or document believed by it good faith to be genuine or and correct and to have been signed signed, sent or sent made by a Person or Persons believed by it to be the proper Person or Persons, and it shall be entitled to rely on advice of legal counsel, independent public accountants, and other professional advisers and experts selected by it with reasonable carePerson.
Appears in 1 contract
Samples: Guaranty (Conseco Inc)
Liability of the Administrative Agent. (a) The Neither the Administrative Agent when acting on behalf of any Secured Party, may execute nor any of its duties under this Credit Agreement or the other Fundamental Documents by or through its respective directors, officers, agents or employees and neither (and, for purposes hereof, the Administrative Agent nor their respective directors, officers, agents or employees shall will be deemed to be contracting as administration agent and trustee for and on behalf of such persons) will be liable to the Lenders for any action taken or omitted to be taken by it or them under or in connection with this Agreement except for its or their own gross negligence or wilful misconduct. Without limiting the generality of the foregoing, the Administrative Agent:
(a) may assume that there has been no assignment or transfer by any means by the Lenders of their rights hereunder, unless and until the Administrative Agent receives written notice of the assignment thereof from such Lender and the Administrative Agent receives from the assignee an executed assignment agreement providing, inter alia, that such assignee is bound hereby as it would have been if it had been an original Lender party hereto;
(b) may consult with legal counsel (including receiving the opinions of Borrower's counsel and Lenders' Counsel required hereunder), independent public accountants and other Secured Parties or any of them experts selected by it and will not be liable for any action taken or omitted to be taken in good faithfaith by it in accordance with the advice of such counsel, accountants or experts;
(c) will incur no liability under or in respect of this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier) believed by it to be genuine and signed or sent by the proper party or parties or by acting upon any representation or warranty of the Borrower made or deemed to be made hereunder;
(d) may assume that no Default or Event of Default has occurred and is continuing unless it has actual knowledge to the contrary;
(e) may rely as to any matters of fact which might reasonably be expected to be within the knowledge of any person upon a certificate signed by or on behalf of such person;
(f) will not be bound to disclose to any other person any information relating to the Borrower or any other person if such disclosure would or might in its opinion constitute a breach of any applicable law, be in default of the provisions hereof or be otherwise actionable at the suit of any other person; and
(g) may refrain from exercising any right, power or discretion vested in it which would or might in its reasonable opinion be contrary to any applicable law or any directive or otherwise render it liable to any person, and may do anything which is in its reasonable opinion necessary to comply with such applicable law. Further, the Administrative Agent (i) does not make any warranty or representation to any Lender nor will it be responsible to any Lender for the other Secured Parties accuracy or completeness of the representations and warranties of the Borrower herein or the data made available to any of them for the consequences Lenders in connection with the negotiation of any oversight or error of judgmentthis Agreement, or for any lossstatements, unless the same shall happen through its gross negligence warranties or willful misconduct, as determined by a court of competent jurisdiction representations (whether written or oral) made in a final non-appealable decision. The Administrative Agent and their respective directors, officers, agents, and employees shall in no event be liable to any of the other Secured Parties for any action taken or omitted to be taken by it pursuant to instructions received by it from the Required Lenders or in reliance upon the advice of counsel selected by it connection with reasonable care. Without limiting the foregoing, neither the Administrative Agent nor this Agreement; (ii) will not have any of their respective directors, officers, employees, or agents shall be responsible to any of the other Secured Parties for the due execution, validity, genuineness, effectiveness, sufficiency, or enforceability of, or for any statement, warranty, or representation in, or for the perfection of any security interest contemplated by, the Fundamental Documents or any related agreement, document or order, or for freedom of any of the Collateral from prior Liens or security interests, or shall be required duty to ascertain or to make any inquiry concerning enquire as to the performance or observance by the Borrowers, LGE, the Receivables Subs, the Parents or the Master Distributors of any of the terms, conditions, covenants, covenants or agreements conditions of this Agreement on the part of the Fundamental Documents Borrower or any related agreement or document.
to inspect the property (bincluding the books and records) None of the Administrative Agent (in its capacity as agent for the Lenders) Borrower or any of their respective directors, officers, employees or agents shall have any responsibility its Subsidiaries; and (iii) will not be responsible to any BorrowerLender for the due execution, LGElegality, any Receivables Subvalidity, any Parent enforceability, genuineness, sufficiency or value of this Agreement or any Master Distributor on account of the failure or delay in performance or breach by any of the Lenders (other than in its capacity as a Lender) of any of such Lender’s obligations under the Fundamental Documents or any related agreement or document or in connection herewith or therewith. No Lender nor any of its directors, officers, employees or agents shall have any responsibility to the Borrowers, LGE, the Receivables Subs, the Parents or the Master Distributors on account of the failure or delay in performance or breach by any other Lender of such other Lender’s obligations under the Fundamental Documents or any related agreement or document or in connection herewith or therewith.
(c) The Administrative Agent (in its capacity as agent for the Lenders hereunder) shall be entitled to rely on any communication, instrument or document believed by it to be genuine or correct and to have been signed or sent by a Person or Persons believed by it to be the proper Person or Persons, and it shall be entitled to rely on advice of legal counsel, independent public accountants, and other professional advisers and experts selected by it with reasonable carefurnished pursuant hereto.
Appears in 1 contract
Liability of the Administrative Agent. (a) The Administrative Agent when acting on behalf of any Secured Party, may execute any of its duties under this Credit Agreement or the other Fundamental Documents by or through its respective directors, officers, agents or employees and neither Neither the Administrative Agent nor their respective directorsAgent, officers, agents or employees shall be liable to the other Secured Parties or any of them for any action taken or omitted to be taken in good faith, nor be responsible to the other Secured Parties or to any of them for the consequences of any oversight or error of judgment, or for any loss, unless the same shall happen through its gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable decision. The Administrative Agent and their respective directors, officers, agents, and employees shall in no event be liable to any of the other Secured Parties for any action taken or omitted to be taken by it pursuant to instructions received by it from the Required Lenders or in reliance upon the advice of counsel selected by it with reasonable care. Without limiting the foregoing, neither the Administrative Agent nor any of their respective directors, officers, employees, or agents shall be responsible to any of the other Secured Parties for the due execution, validity, genuineness, effectiveness, sufficiency, or enforceability of, or for any statement, warranty, or representation in, or for the perfection of any security interest contemplated by, the Fundamental Documents or any related agreement, document or order, or for freedom of any of the Collateral from prior Liens or security interests, or shall be required to ascertain or to make any inquiry concerning the performance or observance by the Borrowers, LGE, the Receivables Subs, the Parents or the Master Distributors of any of the terms, conditions, covenants, or agreements of the Fundamental Documents or any related agreement or document.
(b) None of the Administrative Agent (in its capacity as agent for the Lenders) or any of their respective directors, officers, employees or agents shall have any responsibility to any Borrower, LGE, any Receivables Sub, any Parent or any Master Distributor on account of the failure or delay in performance or breach by any of the Lenders (other than in its capacity as a Lender) of any of such Lender’s obligations under the Fundamental Documents or any related agreement or document or in connection herewith or therewith. No Lender nor any of its directors, officers, employees agents, employees, attorneys or agents Affiliates shall have be liable for any responsibility to the Borrowers, LGE, the Receivables Subs, the Parents action taken or the Master Distributors on account of the failure or delay in performance or breach not taken by any other Lender of such other Lender’s obligations them under the Fundamental Documents or any related agreement or document or in connection herewith with the Loan Documents, except for their own gross negligence or therewithwillful misconduct. Without limitation on the foregoing, the Administrative Agent and its directors, officers, agents, employees, attorneys and Affiliates:
(a) May treat the payee of any Note as the holder thereof until the Administrative Agent receives and accepts an Assignment Agreement entered into by the Bank which is the payee of such Advance, as assignor, and an Eligible Assignee, as assignee, as provided in Section 13.9, and may treat each Bank as the owner of that Bank's interest in the Obligations for all purposes of this Agreement until the Administrative Agent receives and accepts such Assignment Agreement.
(b) May consult with legal counsel (including in-house legal counsel), accountants (including in-house accountants) and other professionals or experts selected by it, or with legal counsel, accountants or other professionals or experts for the Company and/or its subsidiaries or the Banks, and shall not be liable for any action taken or not taken by it in good faith in accordance with any advice of such legal counsel, accountants or other professionals or experts.
(c) The Administrative Agent Shall not be responsible to any Bank for any statement, warranty or representation made in any of the Loan Documents or in any notice, certificate, report, request or other statement (written or oral) given or made in connection with any of the Loan Documents.
(d) Shall have no duty to ask or inquire as to the performance or observance by the Company or its capacity as agent Subsidiaries of any of the terms, conditions or covenants of any of the Loan Documents or to inspect any collateral or the Property, books or records of the Company or its Subsidiaries.
(e) Will not be responsible to any Bank for the Lenders hereunder) shall be entitled to rely on due execution, legality, validity, enforceability, genuineness, effectiveness, sufficiency or value of any communicationLoan Document, any other instrument or document writing furnished pursuant thereto or in connection therewith, or any collateral.
(f) Will not incur any liability by acting or not acting in reliance upon any Loan Document, notice, consent, certificate, statement, request or other instrument or writing believed by it to be genuine or correct and to have been signed or sent by a Person or Persons believed by it to be the proper Person party or Personsparties.
(g) Will not incur any liability for any arithmetical error in computing any amount paid or payable by the Company or any Subsidiary or Affiliate thereof or paid or payable to or received or receivable from any Bank under any Loan Document, and it shall be entitled to rely on advice of legal counselincluding, independent public accountantswithout limitation, principal, interest, facility fees, Advances and other professional advisers amounts; provided that, promptly upon discovery of such an error in computation, the Administrative Agent, the Banks and experts selected by it with reasonable care(to the extent applicable) the Company and/or its Subsidiaries or Affiliates shall make such adjustments as are necessary to correct such error and to restore the parties to the position that they would have occupied had the error not occurred; provided further that, the obligations of Borrowers under this Section 10.6(g) shall survive for sixty (60) days following the termination of this Agreement and such obligations shall not, from and after the termination of this Agreement, be deemed Obligations for any purpose under the Loan Documents.
Appears in 1 contract
Samples: Credit Agreement (Amgen Inc)
