Common use of Liability of the Administrative Agent Clause in Contracts

Liability of the Administrative Agent. The Administrative Agent or any of its Agent-Related Persons shall not (a) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement, the Collateral Agency Agreement or any Transaction Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct), or (b) be responsible in any manner to any of the Financing Parties or any other Person for any recital, statement, representation or warranty made by the Borrower or any officer thereof, contained in this Agreement, the Collateral Agency Agreement or in any Transaction Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent or any of its Agent-Related Persons under or in connection with, this Agreement, the Collateral Agency Agreement or any Transaction Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, the Collateral Agency Agreement or any Transaction Document, or for any failure of the Borrower or any other party to any Transaction Document or the Collateral Agency Agreement to perform its obligations hereunder or thereunder. The Administrative Agent or any of its Agent-Related Persons shall not be under any obligation to any Financing Party to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement, any Transaction Document or the Collateral Agency Agreement, or to inspect the properties, books or records of the Borrower.

Liability of the Administrative Agent. The Administrative Agent or any of its Agent-Related Persons shall not not (a) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement, the Collateral Agency Agreement or any Transaction Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct), or (b) be responsible in any manner to any of the Financing Parties or any other Person for any recital, statement, representation or warranty made by the Borrower or any officer thereof, contained in this Agreement, the Collateral Agency Agreement or in any Transaction Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent or any of its Agent-Related Persons under or in connection with, this Agreement, the Collateral Agency Agreement or any Transaction Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, the Collateral Agency Agreement or any Transaction Document, or for any failure of the Borrower or any other party to any Transaction Document or the Collateral Agency Agreement to perform its obligations hereunder or thereunder. The Administrative Agent or any of its Agent-Related Persons shall not be under any obligation to any Financing Party to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement, any Transaction Document or the Collateral Agency Agreement, or to inspect the properties, books or records of the Borrower.

Liability of the Administrative Agent. The Administrative Agent or and any of its other Agent-Related Persons shall not (a) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement, the Collateral Agency Agreement or any other Transaction Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct), or (b) be responsible in any manner to any of the Financing other Secured Parties or any other Person for any recital, statement, representation or warranty made by the either Borrower or any Affiliate of either Borrower, or any officer thereof, contained in this Agreement, the Collateral Agency Agreement or in any other Transaction Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent or any of its Agent-Related Persons under or in connection with, this Agreement, the Collateral Agency Agreement or any other Transaction Document, or for the value of or title to any Collateral, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, the Collateral Agency Agreement or any other Transaction Document, or for any failure of the either Borrower or any other party to any Transaction Document or the Collateral Agency Agreement to perform its obligations hereunder or thereunder. The Administrative Agent or and any of its other Agent-Related Persons Person shall not be under any obligation to any Financing Secured Party to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement, Agreement or any other Transaction Document or the Collateral Agency AgreementDocument, or to inspect the propertiesProperties, books or records of the either Borrower or any Affiliate of either Borrower.

Liability of the Administrative Agent. The None of the Administrative Agent or any of its Agent-Related Persons shall not (ai) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement, the Collateral Agency Loan Agreement or any Transaction other Operative Document or the transactions contemplated hereby (except for its own gross negligence or willful misconductmisconduct or as otherwise provided in the Security Agreement), or (bii) be responsible in any manner to any of the Financing Parties or any other Person Lenders for any recital, statement, representation or warranty made by the Borrower or any Subsidiary or Affiliate of the Borrower, or any officer thereof, contained in this Agreement, the Collateral Agency Loan Agreement Loan Agreement or in any Transaction other Operative Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent or any of its Agent-Related Persons under or in connection with, this Agreement, the Collateral Agency Loan Agreement or any Transaction other Operative Document, or for the value of or title to any Collateral, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, the Collateral Agency Loan Agreement or any Transaction other Operative Document, or for any failure of the Borrower or any other party to any Transaction Operative Document or the Collateral Agency Agreement to perform its obligations hereunder or thereunder. The No Administrative Agent or any of its Agent-Related Persons Person shall not be under any obligation to any Financing Party Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement, Loan Agreement or any Transaction Document or the Collateral Agency Agreementother Operative Document, or to inspect the properties, books or records of the Borrower or any of the Borrower's Subsidiaries or Affiliates.

Liability of the Administrative Agent. The Administrative Agent or and any of its other Agent-Related Persons shall not (a) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement, the Collateral Agency Agreement or any other Transaction Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct), or (b) be responsible in any manner to any of the Financing other Secured Parties or any other Person for any recital, statement, representation or warranty made by the Borrower or any Affiliate of the Borrower, or any officer thereof, contained in this Agreement, the Collateral Agency Agreement or in any other Transaction Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent or any of its Agent-Related Persons under or in connection with, this Agreement, the Collateral Agency Agreement or any other Transaction Document, or for the value of or title to any Collateral, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, the Collateral Agency Agreement or any other Transaction Document, or for any failure of the Borrower or any other party to any Transaction Document or the Collateral Agency Agreement to perform its obligations hereunder or thereunder. The Administrative Agent or and any of its other Agent-Related Persons Person shall not be under any obligation to any Financing Secured Party to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement, Agreement or any other Transaction Document or the Collateral Agency AgreementDocument, or to inspect the propertiesProperties, books or records of the Borrower or any Affiliate of the Borrower.