Liability of the Agents. None of the Agents nor any of their directors, officers, agents or employees shall be liable to any Lender for any action taken or not taken by it in connection with any of the Financing Documentation, except that each Agent shall be liable with respect its own duties as such duties are specifically 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 non-appealable judgment of a court of competent jurisdiction. Neither the Administrative Agent, the Canadian Agent, nor any of their respective directors, officers, agents or employees shall be responsible to any Lender for or have any duty to any Lender to ascertain, inquire into or verify (i) any statement, warranty or representation made in connection with any of the Loan Documents or any borrowing hereunder; (ii) the performance or observance of any of the covenants or agreements specified in any of the Loan Documents; (iii) the satisfaction of any condition specified in Section 6; (iv) the validity, effectiveness, sufficiency or genuineness of any of the Loan Documents, any Lien purported to be created or perfected thereby or any other instrument or writing furnished in connection therewith; (v) the existence or non-existence of any Default or Event of Default; or (vi) the financial condition of any Loan Party. None of the Agents shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement, or other writing (which may be a bank wire, telex, facsimile or electronic transmission or similar writing) believed by it to be genuine and correct and to be signed by the proper party or parties. The Administrative Agent and the Canadian Agent shall not be liable to any Lender 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 made in error the sole recourse of any Lender to whom payment was due but not made, shall be to recover from other Lenders any payment in excess of the amount to which they are determined to be entitled (and such other Lenders hereby agree to return to such Lender any such erroneous payments received by them).
Appears in 1 contract
Liability of the Agents. None of the Agents nor any of their directors, officers, agents or employees shall be liable to any Lender for any action taken or not taken by it in connection with any of the Financing Documentation, except that each Agent shall be liable with respect its own duties as such duties are specifically 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 non-appealable judgment of a court of competent jurisdiction. Neither the Administrative Agent, the Canadian Documentation Agent, nor any of their respective directors, officers, agents agents, or employees shall be liable for any action taken or not taken by them in such capacity under or in connection with the Credit Documents, EXCEPT for their own gross negligence or willful misconduct. Without limitation on the foregoing, the Administrative Agent, the Documentation Agent and their respective directors, officers, agents, and employees:
(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 Lender as the owner of that Lender's interest in the obligations due to the Lender 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 Lender;
(b) may consult with legal counsel, in-house legal counsel, independent public accountants, in-house accountants and other professionals, or other experts selected by it with reasonable care, or with legal counsel, independent public accountants, or other experts for the Borrower, and shall not be liable for any action taken or not taken by it or them in good faith in accordance with the advice of such legal counsel, independent public accountants, or experts;
(c) will not be responsible to any Lender for or have any duty to any Lender to ascertain, inquire into or verify (i) any statement, warranty warranty, or representation made in any of the Credit Documents or in any notice, certificate, report, request, or other statement (written or oral) in connection with any of the Loan Documents Credit Documents;
(d) except to the extent expressly set forth in the Credit Documents, will have no duty to ascertain or any borrowing hereunder; (ii) inquire as to the performance or observance by the Borrower or any other Person of any of the terms, conditions, or covenants or agreements specified in any of the Loan Documents; (iii) the satisfaction of any condition specified in Section 6; (iv) the validity, effectiveness, sufficiency or genuineness of any of the Credit Documents or to inspect the property, books, or records of the Borrower or any Subsidiary or other Person;
(e) will not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, effectiveness, sufficiency, or value of any Loan DocumentsDocument, any Lien purported to be created or perfected thereby or any other instrument or writing furnished pursuant thereto or in connection therewith; ;
(vf) the existence or non-existence of any Default or Event of Default; or (vi) the financial condition of any Loan Party. None of the Agents shall will not incur any liability by acting or not acting in reliance upon any Loan Document, notice, consent, certificate, document, statement, or other writing (which may be a bank wire, telex, facsimile telecopier message or electronic transmission other instrument or similar writing) writing believed by it or them to be genuine and correct and to be signed have been signed, sent or made by the proper party Person; and
(g) will not incur any liability for any arithmetical error in computing any amount payable to or parties. The Administrative Agent and the Canadian Agent shall not be liable to receivable from any Lender for any apportionment or distribution hereunder, including, without limitation, payment of payments made by it principal and interest on the Notes, Advances, and other amounts; PROVIDED that promptly upon discovery of such an error in good faith computation, the Administrative Agent, the Lender, and if any (to the extent applicable) the Borrower shall make such apportionment or distribution is subsequently determined adjustments as are necessary to correct such error and to restore the parties to the position that they would have been made in occupied had the error the sole recourse of any Lender to whom payment was due but not made, shall be to recover from other Lenders any payment in excess of the amount to which they are determined to be entitled (and such other Lenders hereby agree to return to such Lender any such erroneous payments received by them)occurred.
Appears in 1 contract
Samples: Credit Agreement (Dixie Group Inc)
Liability of the Agents. None of the Agents Neither any Agent nor any of their such Agent's affiliates, directors, officers, agents or employees shall be liable to any Lender for any action taken or not taken by it in connection herewith (i) with any the consent or at the request of the Financing Documentation, except that each Agent shall be liable with respect its own duties as such duties are specifically set forth hereunder, but only to Required Lenders or (ii) in the extent absence of its own gross negligence or willful misconduct in the discharge thereof as determined by a final non-appealable judgment of a court of competent jurisdictionmisconduct. Neither the Administrative any Agent nor such Agent's affiliates, the Canadian Agent, nor any of their respective directors, officers, agents or employees shall be responsible to any Lender for or have any duty to any Lender to ascertain, inquire into or verify (i) any statement, warranty or representation made in connection with any of the Loan Documents this Agreement or any borrowing hereunder; (ii) the performance or observance of any of the covenants or agreements specified in of any of the Loan DocumentsParty; (iii) the satisfaction of any condition specified in Section 6Article 3, except receipt of items required to be delivered to it; or (iv) the validity, effectiveness, sufficiency effectiveness or genuineness of any of this Agreement, the Loan Documents, any Lien purported to be created or perfected thereby Notes or any other instrument or writing furnished in connection therewith; (v) the existence or non-existence of any Default or Event of Default; or (vi) the financial condition of any Loan Partyherewith. None of the Agents No Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement, or other writing (which may be a bank wireincluding any electronic message, telex, facsimile Internet or electronic transmission intranet website posting or similar writingother distribution) believed by it to be genuine and correct and or to be signed by the proper party or parties. The Administrative Each Agent also may rely upon any statement made to it orally or by telephone and the Canadian Agent shall not be liable to any Lender for any apportionment or distribution of payments made believed by it in good faith and if any such apportionment or distribution is subsequently determined to have been made in error by the sole recourse proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of any Lender a Loan that by its terms must be fulfilled to whom payment was due but not madethe satisfaction of a Lender, shall be to recover from other Lenders any payment in excess of the amount to which they are determined to be entitled (and Administrative Agent may presume that such other Lenders hereby agree to return condition is satisfactory to such Lender any unless the Administrative Agent shall have received notice to the contrary from such erroneous payments received by them)Lender prior to the making of such Loan.
Appears in 1 contract
Samples: Credit Agreement (Allergan Inc)
Liability of the Agents. None of the Agents nor or any of their directors, officers, agents or employees Agent-Related Persons shall (a) be liable to any Lender for any action taken or not omitted to be taken by it any of them under or in connection with this Agreement or any of other Transaction Document (other than any Project Document to which it is a party) or the Financing Documentationtransactions contemplated hereby including, without limitation, any consents, approvals or objections provided by any Agent under the Collateral Account Agreement (except that each Agent shall be liable with respect its own duties as such duties are specifically set forth hereunder, but only to the extent of for its own gross negligence or willful misconduct in the discharge thereof as determined by a final non-appealable judgment of a court of competent jurisdiction. Neither the Administrative Agent, the Canadian Agent, nor any of their respective directors, officers, agents misconduct) or employees shall (b) be responsible in any manner to any Lender for or have any duty to any Lender to ascertain, inquire into or verify (i) any statement, warranty or representation made in connection with any of the Loan Documents Secured Parties or any borrowing hereunder; (ii) the performance other Person for any recital, statement, representation or observance warranty made by a Borrower or any Affiliate of a Borrower, or any of the covenants officer thereof, contained in this Agreement or agreements specified in any other Transaction Document, or in any certificate, report, statement or other document referred to or provided for in, or received by any Agent under or in connection with, this Agreement or any other Transaction Document, or for the value of the Loan Documents; (iii) the satisfaction of or title to any condition specified in Section 6; (iv) Collateral, or the validity, effectiveness, genuineness, enforceability or sufficiency or genuineness of any of the Loan Documents, any Lien purported to be created or perfected thereby this Agreement or any other instrument Transaction Document, or writing furnished in connection therewith; for any failure of a Borrower or any other party to any Transaction Document (vother than itself) the existence to perform its obligations hereunder or non-existence of any Default or Event of Default; or (vi) the financial condition of any Loan Partythereunder. None of the Agents or any Agent-Related Person shall not incur be under any obligation to any 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 or any other Transaction Document, or to inspect the Properties, books or records of a Borrower or any Affiliate of a Borrower. Notwithstanding any other provision of the Finance Documents, in no event shall the Collateral Agent be required to foreclose on or take possession of the Collateral, if, in the judgment of the Collateral Agent, such action would be in violation of any applicable Law, rule or regulation, or if the Collateral Agent reasonably believes that such action would result in the incurrence of liability by acting in reliance upon any notice, consent, certificate, statement, or other writing (the Collateral Agent for which may be a bank wire, telex, facsimile or electronic transmission or similar writing) believed by it to be genuine and correct and to be signed by the proper party or parties. The Administrative Agent and the Canadian Agent shall is not be liable to any Lender 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 made in error the sole recourse of any Lender to whom payment was due but not made, shall be to recover from other Lenders any payment in excess of the amount to which they are determined to be entitled (and such other Lenders hereby agree to return to such Lender any such erroneous payments received by them).fully indemnified
Appears in 1 contract
Liability of the Agents. None of the Agents nor any of their directors, officers, agents or employees No Agent-Related Person shall be liable to any Lender for any action taken or not omitted to be taken by it or them under or in connection with any of this Agreement and the Financing DocumentationRelated Documents, except that each Agent shall be liable with respect for its own duties as such duties are specifically set forth hereunder, but only to the extent of its or their own gross negligence or willful misconduct in misconduct. -72- 79 Without limiting the discharge thereof as determined by a final non-appealable judgment generality of a court of competent jurisdiction. Neither the Administrative Agentforegoing, the Canadian AgentAgents (a) may treat any Lender as such until such Agent receives an executed Assignment Agreement entered into between a Lender and an Eligible Assignee pursuant to Section 14.1; (b) may consult with legal counsel (including counsel for the Borrower), nor 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 by such Agent in accordance with the advice of their respective directorscounsel, officersaccountants, agents consultants or employees experts; (d) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any recitals, statements, warranties or representations, whether written or oral, made in or in connection with this Agreement or the Related Documents; (e) shall not have any duty to any Lender ascertain or to ascertain, inquire into or verify (i) any statement, warranty or representation made in connection with any of the Loan Documents or any borrowing hereunder; (ii) as to the performance or observance of any of the terms, obligations, covenants or agreements specified 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 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 any other document furnished in connection with any of the Loan Documentsforegoing; and (iiig) the satisfaction shall incur no liability under or in respect of any condition specified in Section 6; (iv) the validity, effectiveness, sufficiency or genuineness of any of the Loan Documents, any Lien purported to be created or perfected thereby this Agreement or any other instrument or writing furnished in connection therewith; (v) the existence or non-existence of any Default or Event of Default; or (vi) the financial condition of any Loan Party. None of the Agents shall not incur any liability Related Document by acting in reliance action upon any written notice, consentstatement, certificate, statementorder, or other writing (which may be a bank wire, telextelephone message, facsimile or electronic transmission or similar writing) believed by it other document which such Agent believes in good faith to be genuine and correct and to be signed have been signed, sent or made by the proper party or parties. The Administrative Agent and the Canadian Agent shall not be liable to any Lender 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 made in error the sole recourse of any Lender to whom payment was due but not made, shall be to recover from other Lenders any payment in excess of the amount to which they are determined to be entitled (and such other Lenders hereby agree to return to such Lender any such erroneous payments received by them)Person.
Appears in 1 contract
