Limitation of responsibility of Existing Lenders. (a) Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to a New Lender for: (i) the legality, validity, effectiveness, adequacy or enforceability of the Finance Documents, the Transaction Security or any other documents; (ii) the financial condition of the Borrower; (iii) the performance and observance of the Borrower of its obligations under the Finance Documents or any other documents; or (iv) the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document or any other document, and any representations or warranties implied by law are excluded. (b) Each New Lender confirms to the Existing Lender and the other Finance Parties that it: (i) has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of the Borrower and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Lender in connection with any Finance Document; and (ii) will continue to make its own independent appraisal of the creditworthiness of the Borrower and its related entities whilst any Letter of Credit is effective or any amount is or may be outstanding under the Finance Documents or any Commitment is in force. (c) Nothing in any Finance Document obliges an Existing Lender to: (i) accept a re-transfer from a New Lender of any of the rights and obligations assigned or transferred under this clause 29; or (ii) support any losses directly or indirectly incurred by the New Lender by reason of the non-performance by the Borrower of its obligations under the Finance Documents or otherwise.
Appears in 2 contracts
Samples: Standby Letter of Credit Facility (HCC Insurance Holdings Inc/De/), Standby Letter of Credit Facility (HCC Insurance Holdings Inc/De/)
Limitation of responsibility of Existing Lenders. (a) Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to a New Lender for:
(i) the legality, validity, effectiveness, adequacy or enforceability of the Finance Transaction Documents, the Transaction Security or any other documents;
(ii) the financial condition of the Borrowerany Transaction Obligor;
(iii) the performance and observance of the Borrower by any Transaction Obligor or any other person of its obligations under the Finance Transaction Documents or any other documents; or
(iv) the accuracy of any statements (whether written or oral) made in or in connection with any Finance Transaction Document or any other document, and any representations or warranties implied by law are excluded.
(b) Each New Lender confirms to the Existing Lender and (which makes any assignment or transfer to such New Lender), the other Finance Parties and the Secured Parties that it:
(i) has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of the Borrower each Transaction Obligor and its related entities in connection with its participation in this Agreement and/or any other Finance Document and has not relied exclusively on any information provided to it by the such Existing Lender or any other Finance Party in connection with any Finance DocumentTransaction Document or the Transaction Security; and
(ii) will continue to make its own independent appraisal of the creditworthiness of the Borrower each Transaction Obligor and its related entities whilst any Letter of Credit is effective or any amount is or may be outstanding under the Finance Documents or any Commitment (or any commitment represented thereby) is in force.
(c) Nothing in any Finance Document obliges an Existing Lender to:
(i) accept a re-transfer or re-assignment from a New Lender of any of the rights and obligations assigned or transferred by such Existing Lender under this clause 29Clause 25; or
(ii) support any losses directly or indirectly incurred by the a New Lender by reason of the non-performance by the Borrower any Transaction Obligor of its obligations under the Finance Transaction Documents or otherwise.
Appears in 2 contracts
Samples: Facility Agreement (WuXi PharmaTech (Cayman) Inc.), Facility Agreement (WuXi PharmaTech (Cayman) Inc.)
Limitation of responsibility of Existing Lenders. (a) 24.3.1 Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to a New Lender for:
(ia) the legality, validity, effectiveness, adequacy or enforceability of the Finance Transaction Documents, the Transaction Security or any other documents;
(iib) the financial condition of any Obligor or other member of the BorrowerGroup;
(iiic) the performance and observance by any Obligor or any other member of the Borrower Group of its their respective obligations under the Finance Transaction Documents or any other documents; or
(ivd) the accuracy of any statements (whether written or oral) made in or in connection with any Finance Transaction Document or any other document, and any representations or warranties implied by law are excluded.
(b) 24.3.2 Each New Lender confirms to the Existing Lender Lender, the other Senior Finance Parties and the other Finance Secured Parties that it:
(ia) has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of the Borrower each Obligor and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Lender or any other Senior Finance Party in connection with any Finance DocumentTransaction Document or the Transaction Security; and
(iib) will continue to make its own independent appraisal of the creditworthiness of each Obligor and each member of the Borrower Group and its related entities whilst any Letter of Credit is effective or any amount is or may be outstanding under the Finance Documents or any Commitment is in force.
(c) 24.3.3 Nothing in any Finance Document obliges an Existing Lender to:
(ia) accept a re-transfer or re-assignment from a New Lender of any of the rights and obligations assigned or transferred under this clause 2924; or
(iib) support any losses directly or indirectly incurred by the New Lender by reason of the non-performance by any Obligor or other member of the Borrower Group of its obligations under the Finance Transaction Documents or otherwise.
Appears in 2 contracts
Samples: Senior Facilities Agreement (Atlatsa Resources Corp), Senior Term Loan and Revolving Facilities Agreement (Atlatsa Resources Corp)
Limitation of responsibility of Existing Lenders. (a) Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to a New Lender for:
(i) the legality, validity, effectiveness, adequacy or enforceability of the Finance Documents, the Transaction Security Documents or any other documents;
(ii) the financial condition of the BorrowerBorrower or the status of the Project;
(iii) the performance and observance of by the Borrower of its obligations under the Finance Documents or any other documents; or
(iv) the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document or any other document, and any representations or warranties implied by law are excluded.
(b) Each New Lender confirms to the Existing Lender and the other Finance Parties that it:
(i) has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of the Borrower each Obligor and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Lender in connection with any Finance Document; and
(ii) will continue to make its own independent appraisal of the creditworthiness of the Borrower each Obligor and its related entities whilst any Letter of Credit is effective or any amount is or may be outstanding under the Finance Documents or any Commitment is in force.
(c) Nothing in any Finance Document obliges an Existing Lender to:
(i) accept a re-transfer from a New Lender of any of the rights and obligations assigned or transferred under this clause 29Clause 26; or
(ii) support any losses directly or indirectly incurred by the New Lender by reason of the non-performance by the Borrower any Obligor of its obligations under the Finance Documents or otherwise.
Appears in 2 contracts
Samples: Coface Facility Agreement (Globalstar, Inc.), Facility Agreement (Globalstar, Inc.)
Limitation of responsibility of Existing Lenders. (a) Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to a New Lender for:
(i) the legality, validity, effectiveness, adequacy or enforceability of the Finance Documents, the Transaction Security Documents or any other documents;
(ii) the financial condition of the BorrowerBorrower or any other member of the Group;
(iii) the performance and observance of by the Borrower of its obligations under the Finance Documents or any other documents; or
(iv) the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document or any other document, and any representations or warranties implied by law are excluded.
(b) Each New Lender confirms to the Existing Lender and the other Finance Parties that it:
(i) has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of the Borrower and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Lender in connection with any Finance Document; and
(ii) will continue to make its own independent appraisal of the creditworthiness of the Borrower and its related entities whilst any Letter of Credit is effective or any amount is or may be outstanding under the Finance Documents or any Commitment is in force.
(c) Nothing in any Finance Document obliges an Existing Lender to:
(i) accept a re-assignment or a re-assignment and re-transfer by assumption of contract (Vertragsübernahme) from a New Lender of any of the rights and obligations assigned or assigned and transferred by assumption of contract (Vertragsübernahme) under this clause 29Clause 22; or
(ii) support any losses directly or indirectly incurred by the New Lender by reason of the non-performance by the Borrower of its obligations under the Finance Documents or otherwise.
Appears in 2 contracts
Samples: Credit Facility Agreement (Sap Ag), Credit Facility Agreement (Sap Ag)
Limitation of responsibility of Existing Lenders. (a) Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to a New Lender for:
(i) the legality, validity, effectiveness, adequacy or enforceability of the Senior Finance Documents, the Transaction Security Documents or any other documents;
(ii) the financial condition of the Borrowerany Obligor or other person;
(iii) the performance and observance of the Borrower by any Obligor or other person of its obligations under the Senior Finance Documents or any other documents; or
(iv) the accuracy of any statements (whether written or oral) made in or in connection with any Senior Finance Document or any other document, and any representations or warranties implied by law are excluded.
(b) Each New Lender confirms to the Existing Lender and the other Senior Finance Parties that it:
(i) has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of the Borrower each Obligor and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Lender in connection with any Senior Finance Document; and
(ii) will continue to make its own independent appraisal of the creditworthiness of the Borrower each Obligor and its related entities and any other person whilst any Letter of Credit is effective or any amount is or may be outstanding under the Senior Finance Documents or any Commitment is in force.
(c) Nothing in any Senior Finance Document obliges an Existing Lender to:
(i) accept a re-transfer from a New Lender of any of the rights and obligations assigned or transferred under this clause 29Clause 27; or
(ii) support any losses directly or indirectly incurred by the New Lender by reason of the non-performance by the Borrower any Obligor or other person of its obligations under the Senior Finance Documents or otherwise.
Appears in 2 contracts
Samples: Senior Facility Agreement (Inmarsat Launch CO LTD), Senior Facility Agreement (Inmarsat Holdings LTD)
Limitation of responsibility of Existing Lenders. (a) Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to a New Lender for:
(i) the legality, validity, effectiveness, adequacy or enforceability of the Senior Finance Documents, the Transaction Security Documents or any other documents;
(ii) the financial condition of the Borrowerany Obligor;
(iii) the performance and observance of the Borrower by any Obligor of its obligations under the Senior Finance Documents or any other documents; or
(iv) the accuracy of any statements or information (whether written or oral) made in or supplied in connection with any Senior Finance Document or any other document, and any representations or warranties implied by law are excluded.
(b) Each New Lender confirms to the Existing Lender and the other Finance Parties that it:
(i) has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of the Borrower each Obligor and its related entities and all other risks arising in connection with its participation in this Agreement the Senior Finance Documents;
(ii) will continue to make its own independent appraisal of the creditworthiness of each Obligor and its related entities whilst any amount is or may be outstanding under the Senior Finance Documents or any Commitment is in force; and
(iii) has not relied exclusively on any information provided to it by the Existing Lender in connection with any Senior Finance Document; and
(ii) will continue to make its own independent appraisal of the creditworthiness of the Borrower and its related entities whilst any Letter of Credit is effective or any amount is or may be outstanding under the Finance Documents or any Commitment is in force.
(c) Nothing in any Senior Finance Document obliges an Existing Lender to:
(i) accept a re-assignment or re-transfer from a New Lender of any of the rights and obligations assigned or transferred by such Existing Lender under this clause 29Clause 32 (Changes to Parties); or
(ii) support any losses directly or indirectly incurred by the New Lender by reason of the non-performance by the Borrower any Obligor of its obligations under the Senior Finance Documents or otherwise.
Appears in 2 contracts
Samples: Loan Agreement (United Biscuits Finance PLC), Facilities Agreement (United Biscuits Finance PLC)
Limitation of responsibility of Existing Lenders. (a) Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to a New Lender for:
(i) the legality, validity, effectiveness, adequacy or enforceability of the Finance Documents, the Transaction Security Documents or any other documents;
(ii) the financial condition of the BorrowerBorrower or the status of the Project;
(iii) the performance and observance of by the Borrower of its obligations under the Finance Documents or any other documents; or
(iv) the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document or any other document, and any representations or warranties implied by law are excluded.
(b) Each New Lender confirms to the Existing Lender and the other Finance Parties that it:
(i) has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of the Borrower each Obligor and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Lender in connection with any Finance Document; and
(ii) will continue to make its own independent appraisal of the creditworthiness of the Borrower each Obligor and its related entities whilst any Letter of Credit is effective or any amount is or may be outstanding under the Finance Documents or any Commitment is in force.
(c) Nothing in any Finance Document obliges an Existing Lender to:
(i) accept a re-transfer re‑transfer or reassignment from a New Lender of any of the rights and obligations assigned or transferred under this clause 29Clause 26 (Changes to the Lenders); or
(ii) support any losses directly or indirectly incurred by the New Lender by reason of the non-performance non‑performance by the Borrower any Obligor of its obligations under the Finance Documents or otherwise.
Appears in 2 contracts
Samples: Bpifae Facility Agreement (Globalstar, Inc.), Bpifae Facility Agreement (Globalstar, Inc.)
Limitation of responsibility of Existing Lenders. (a) Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to a New Lender for:
(i) the legality, validity, effectiveness, adequacy or enforceability of the Finance Documents, the Transaction Security or any other documents;
(ii) the financial condition of the Borrowerany Obligor;
(iii) the performance and observance of the Borrower by any Obligor of its obligations under the Finance Documents or any other documents; or
(iv) the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document or any other documentdocument, and any representations or warranties implied by law are excluded.
(b) Each New Lender confirms to the Existing Lender and the other Finance Parties that it:
(i) has made (and shall continue to make) its own independent investigation investigation and assessment of the financial condition and affairs of the Borrower each Obligor and its related entities in connection with its participation participation in this Agreement and has not relied exclusively on any information information provided to it by the Existing Lender in connection with any Finance Document; and
(ii) will continue to make its own independent appraisal of the creditworthiness creditworthiness of the Borrower each Obligor and its related entities whilst any Letter of Credit is effective or any amount is or may be outstanding under the Finance Documents or any Commitment is in force.
(c) Nothing in any Finance Document obliges an Existing Lender to:
(i) accept a re-transfer from a New Lender of any of the rights and obligations assigned or transferred under this clause 29Clause 27; or
(ii) support any losses directly or indirectly incurred by the New Lender by reason of the non-performance by the Borrower any Obligor of its obligations under the Finance Documents or otherwise.
Appears in 2 contracts
Samples: Facility Agreement (Kronos International Inc), Facility Agreement (Kronos International Inc)
Limitation of responsibility of Existing Lenders. (a) Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to a New Lender for:
(i) the legality, validity, effectiveness, adequacy or enforceability of the Finance Documents, the Transaction Security Documents or any other documents;
(ii) the financial condition of the BorrowerBorrower or the Guarantor;
(iii) the performance and observance of by the Borrower or the Guarantor of its obligations under the Finance Documents or any other documents; or
(iv) the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document or any other document, and any representations or warranties implied by law are excluded.
(b) Each New Lender confirms to the Existing Lender and the other Finance Parties that it:
(i) has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of the Borrower or the Guarantor and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Lender in connection with any Finance Document; and
(ii) will continue to make its own independent appraisal of the creditworthiness of the Borrower or the Guarantor and its related entities whilst any Letter of Credit is effective or any amount is or may be outstanding under the Finance Documents or any Commitment is in force.
(c) Nothing in any Finance Document obliges an Existing Lender to:
(i) accept a re-transfer from a New Lender of any of the rights and obligations assigned or transferred under this clause 29Clause 24; or
(ii) support any losses directly or indirectly incurred by the New Lender by reason of the non-performance by the Borrower or the Guarantor of its obligations under the Finance Documents or otherwise.
Appears in 1 contract
Limitation of responsibility of Existing Lenders. (a) Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to a New Lender for:
(i) the legality, validity, effectiveness, adequacy or enforceability of the Finance Documents, the Transaction Security Documents or any other documents;
(ii) the financial condition of the BorrowerBorrower or any other member of the Group;
(iii) the performance and observance of by the Borrower of its obligations under the Finance Documents or any other documents; or
(iv) the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document or any other document, and any representations or warranties implied by law are excluded.
(b) Each New Lender confirms to the Existing Lender and the other Finance Parties that it:
(i) has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of the Borrower and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Lender in connection with any Finance Document; and
(ii) will continue to make its own independent appraisal of the creditworthiness of the Borrower and its related entities whilst any Letter of Credit is effective or any amount is or may be outstanding under the Finance Documents or any Commitment is in force.
(c) Nothing in any Finance Document obliges an Existing Lender to:
(i) accept a re-assignment or a re-assignment and re-transfer by assumption of contract (Vertragsübernahme) from a New Lender of any of the rights and obligations assigned or assigned and transferred by assumption of contract (Vertragsübernahme) under this clause 29Clause 21; or
(ii) support any losses directly or indirectly incurred by the New Lender by reason of the non-performance by the Borrower of its obligations under the Finance Documents or otherwise.
Appears in 1 contract
Limitation of responsibility of Existing Lenders. (a) Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to a New Lender for:
(i) : the legality, validity, effectiveness, adequacy or enforceability of the Finance Documents, the Transaction Security or any other documents;
(ii) ; the financial condition of the Borrower;
(iii) any Obligor; the performance and observance of the Borrower by any Obligor of its obligations under the Finance Documents or any other documents; or
(iv) or the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document or any other document, and any representations or warranties implied by law are excluded.
(b) . Each New Lender confirms to the Existing Lender and the other Finance Parties that it:
(i) : has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of the Borrower and its related entities and any other person in connection with its participation in this Agreement the Finance Documents and has not relied exclusively on any information provided to it by the Existing Lender or any other Finance Party in connection with any Finance Document; and
(ii) and will continue to make its own independent appraisal of the creditworthiness of the Borrower and its related entities and any other person whilst any Letter of Credit is effective or any amount is or may be outstanding under the Finance Documents or any Commitment is in force.
(c) . Nothing in any Finance Document obliges an Existing Lender to:
(i) : accept a re-transfer or re-assignment from a New Lender of any of the rights and obligations assigned or transferred under this clause 29Clause 19; or
(ii) or support any losses directly or indirectly incurred by the New Lender by reason of the non-performance by the Borrower any Obligor of its obligations under the Finance Documents or otherwise. Subject to the conditions set out in Clause 19.2 (Conditions of assignment or transfer) and any other conditions to such transfer set out in the relevant Facility Agreement, a transfer is effected in accordance with paragraph (c) below when the Intercreditor Agent and the Relevant Facility Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. Each of the Intercreditor Agent and the Relevant Facility Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate. Each of the Intercreditor Agent and the Relevant Facility Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary "know your customer" or other similar checks under all Applicable Laws in relation to the transfer to such New Lender. [Subject to Clause 19.9 ([Pro rata interest settlement], on]/[On] the Transfer Date: to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents and in respect of the Transaction Security, the Borrower and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and in respect of the Transaction Security and their respective rights against one another under the Finance Documents and in respect of the Transaction Security shall be cancelled (being the "Discharged Rights and Obligations")202; the Borrower and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as the Borrower and the New Lender have assumed and/or acquired the same in place of the Borrower and the Existing Lender; the New Lender and the other Finance Parties (other than the Existing Lender) shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Existing Lender and the other Finance Parties shall each be released from further obligations to each other under the Finance Documents; and the New Lender shall become a Party as a "Lender".
Appears in 1 contract
Samples: Common Terms Agreement
Limitation of responsibility of Existing Lenders. (a) Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to a New Lender for:
(i) the legality, validity, effectiveness, adequacy or enforceability of the Finance Transaction Documents, the Transaction Security or any other documents;
(ii) the financial condition of the Borrowerany Obligor;
(iii) the performance and observance by any Obligor or any other member of the Borrower Group of its obligations under the Finance Transaction Documents or any other documents; or
(iv) the accuracy of any statements (whether written or oral) made in or in connection with any Finance Transaction Document or any other document, ,
(v) and any representations or warranties implied by law are excluded.
(b) Each New Lender confirms to the Existing Lender and Lender, the other Finance Parties that it:
(i) has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of the Borrower each Obligor and its related entities in connection with its participation in this Agreement and the other Finance Documents and has not relied exclusively on any information provided to it by the Existing Lender or any other Finance Party in connection with any Finance DocumentTransaction Document or the Transaction Security; and
(ii) will continue to make its own independent appraisal of the creditworthiness of the Borrower each Obligor and its related entities whilst any Letter of Credit is effective or any amount is or may be outstanding under the Finance Documents or any Commitment is in force.
(c) Each New Lender confirms to the Parent that it has all Authorisations required for lending to the Borrowers.
(d) Nothing in any Finance Document obliges an Existing Lender to:
(i) accept a re-transfer or re-assignment from a New Lender of any of the rights and obligations assigned or transferred under this clause 29Clause 28; or
(ii) support any losses directly or indirectly incurred by the New Lender by reason of the non-performance by the Borrower any Obligor of its obligations under the Finance Transaction Documents or otherwise.
Appears in 1 contract
Samples: Super Senior Revolving Credit Facilities Agreement (Atento S.A.)
Limitation of responsibility of Existing Lenders. (a) Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to a New Lender for:
(i) the legality, validity, effectiveness, adequacy or enforceability of the Finance Documents, the Transaction Security Documents or any other documents;
(ii) the financial condition of the Borrowerany Obligor;
(iii) the performance and observance of the Borrower by any Obligor or any other person of its obligations under the Finance Documents or any other documents; or
(iv) the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document or any other document, and any representations or warranties implied by law are excluded.
(b) Each New Lender confirms to the Existing Lender and the other Finance Parties that it:
(ic) has made (and shall continue to make) its own independent investigation and assessment of of:
(i) the financial condition and affairs of the Borrower Obligors and its their related entities in connection with its participation in this Agreement Agreement; and
(ii) the application of any Basel II Regulation or Basel III Regulation to the transactions contemplated by the Finance Documents;
(d) and has not relied exclusively on any information provided to it by the Existing Lender or any other Finance Party in connection with any Finance Document; and;
(iie) will continue to make its own independent appraisal of the application of any Basel II Regulation or Basel III Regulation to the transactions contemplated by the Finance Documents; and UK-#395507908-v8
(f) will continue to make its own independent appraisal of the creditworthiness of the Borrower each Obligor and its related entities whilst any Letter of Credit is effective or any amount is or may be outstanding under the Finance Documents or any Commitment is in force.
(cg) Nothing in any Finance Document obliges an Existing Lender to:
(i) accept a re-transfer assignment from a New Lender of any of the rights and obligations assigned or transferred under this clause 2933 (Changes to the Lenders); or
(ii) support any losses directly or indirectly incurred by the New Lender by reason of the non-performance by the Borrower any Obligor of its obligations under the Finance Documents or by reason of the application of any Basel II Regulation or Basel III Regulation to the transactions contemplated by the Finance Documents or otherwise.
Appears in 1 contract
Limitation of responsibility of Existing Lenders. (a) Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to a New Lender for:
(i) the legality, validity, effectiveness, adequacy or enforceability of the Finance Transaction Documents, the Transaction Security or any other documents;
(ii) the financial condition of the Borrowerany Total Transaction Obligor;
(iii) the performance and observance of the Borrower by any Total Transaction Obligor or any other person of its obligations under the Finance Transaction Documents or any other documents; or
(iv) the accuracy of any statements (whether written or oral) made in or in connection with any Finance Transaction Document or any other document, and any representations or warranties implied by law are excluded.
(b) Each New Lender confirms to the Existing Lender and (which makes any assignment or transfer to such New Lender), the other Finance Parties and the Secured Parties that it:
(i) has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of the Borrower each Total Transaction Obligor and its related entities in connection with its participation in this Agreement and/or any other Finance Document and has not relied exclusively on any information provided to it by the such Existing Lender or any other Finance Party in connection with any Finance DocumentTransaction Document or the Transaction Security; and
(ii) will continue to make its own independent appraisal of the creditworthiness of the Borrower each Total Transaction Obligor and its related entities whilst any Letter of Credit is effective or any amount is or may be outstanding under the Finance Documents or any Commitment in respect of any Facility (or any commitment represented thereby) is in force.
(c) Nothing in any Finance Document obliges an Existing Lender to:
(i) accept a re-transfer or re-assignment from a New Lender of any of the rights and obligations assigned or transferred by such Existing Lender under this clause 29Clause 25; or
(ii) support any losses directly or indirectly incurred by the a New Lender by reason of the non-performance by the Borrower any Total Transaction Obligor of its obligations under the Finance Transaction Documents or otherwise.
Appears in 1 contract
Samples: Deed of Amendment Agreement (RISE Education Cayman LTD)
Limitation of responsibility of Existing Lenders. (a) Each New Lender confirms to each Existing Lender and the other Finance Parties that it:
(i) has received a copy of the Original Facilities Agreement together with such other information as it has required in connection with this transaction;
(ii) has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of each Obligor and its related entities in connection with its participation in this Agreement and the Amended Agreement and has not relied exclusively on any information provided to it by any Existing Lender in connection with any Finance Document;
(iii) will continue to make its own independent appraisal of the creditworthiness of each Obligor and its related entities whilst any amount is or may be outstanding under the Finance Documents or any Commitment is in force; and
(iv) is not a U.S. Lender (and has not entered into a sub-participation agreement with a U.S. Lender in respect of the Commitment to be transferred pursuant hereto).
(b) Unless expressly agreed to the contrary, an the Agent, the Arranger and the Existing Lender makes Lenders make no representation or warranty and assumes assume no responsibility to a the New Lender Lenders for:
(i) the legality, validity, effectiveness, adequacy or enforceability of the Finance Documents, Documents (including the Transaction Security Amended Agreement) or any other documents;
(ii) the financial condition of the Borrowerany Obligor;
(iii) the performance and observance of the Borrower by any Obligor of its obligations under the Finance Documents or any other documents; or
(iv) the accuracy of any statements (whether written or oral) made in or in connection with any the Finance Document Documents or any other document, and any representations or warranties implied by law are excluded.
(b) Each New Lender confirms to the Existing Lender and the other Finance Parties that it:
(i) has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of the Borrower and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Lender in connection with any Finance Document; and
(ii) will continue to make its own independent appraisal of the creditworthiness of the Borrower and its related entities whilst any Letter of Credit is effective or any amount is or may be outstanding under the Finance Documents or any Commitment is in force.
(c) Nothing in any Finance Document obliges an any Existing Lender to:
(i) accept a re-transfer from a any New Lender of any of the rights and obligations assigned or transferred by novation under this clause 29Agreement; or
(ii) support any losses directly or indirectly incurred by the a New Lender by reason of the non-performance by the Borrower any Obligor of its obligations under the Finance Documents or otherwise.
Appears in 1 contract
Samples: Syndication and Amendment Agreement (Cemex Sa De Cv)
Limitation of responsibility of Existing Lenders. (a) Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to a New Lender for:
(i) the legality, validity, effectiveness, adequacy or enforceability of the Finance Documents, the Transaction Security Documents or any other documents;
(ii) the financial condition of the BorrowerBorrower or the status of the Project;
(iii) the performance and observance of by the Borrower of its obligations under the Finance Documents or any other documents; or
(iv) the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document or any other document, and any representations or warranties implied by law are excluded.
(b) Each New Lender confirms to the Existing Lender and the other Finance Parties that it:
(i) has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of the Borrower each Obligor and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Lender in connection with any Finance Document; and
(ii) will continue to make its own independent appraisal of the creditworthiness of the Borrower each Obligor and its related entities whilst any Letter of Credit is effective or any amount is or may be outstanding under the Finance Documents or any Commitment is in force.
(c) Nothing in any Finance Document obliges an Existing Lender to:
(i) accept a re-transfer re‑transfer or reassignment from a New Lender of any of the rights and obligations assigned or transferred under this clause 29Clause 25 (Changes to the Lenders); or
(ii) support any losses directly or indirectly incurred by the New Lender by reason of the non-performance non‑performance by the Borrower any Obligor of its obligations under the Finance Documents or otherwise.
Appears in 1 contract
Limitation of responsibility of Existing Lenders. (a) Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to a New Lender for:
(i) the legality, validity, effectiveness, adequacy or enforceability of the Finance Documents, the Transaction Security Documents or any other documents;
(ii) the financial condition of the ABB or any Borrower;
(iii) the performance and observance of the by ABB or any Borrower of its obligations under the Finance Documents or any other documents; or
(iv) the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document or any other document, and any representations or warranties implied by law are excluded.
(b) Each New Lender confirms to the Existing Lender and the other Finance Parties that it:
(i) has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of the ABB and each Borrower and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Lender in connection with any Finance Document; and
(ii) will continue to make its own independent appraisal of the creditworthiness of the ABB and each Borrower and its related entities whilst any Letter of Credit is effective or any amount is or may be outstanding under the Finance Documents or any Commitment is in force.
(c) Nothing in any Finance Document obliges an Existing Lender to:
(i) accept a re-transfer or re-assignment from a New Lender of any of the rights and obligations assigned or transferred under this clause 29Clause 23; or
(ii) support any losses directly or indirectly incurred by the New Lender by reason of the non-performance by the ABB or any Borrower of its obligations under the Finance Documents or otherwise.
Appears in 1 contract
Limitation of responsibility of Existing Lenders. (a) Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to a New Lender for:
(i) the legality, validity, effectiveness, adequacy or enforceability of the Finance Documents, the Transaction Security Documents or any other documents;
(ii) the financial condition of the Borrowerany Transaction Obligor;
(iii) the performance and observance of the Borrower by any Transaction Obligor of its obligations under the Finance Documents or any other documents; or
(iv) the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document or any other document, and any representations or warranties implied by law are excluded.
(b) Each New Lender confirms to the Existing Lender and the other Finance Parties that it:
(i) has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of the Borrower each Transaction Obligor and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Lender in connection with any Finance Document; and
(ii) will continue to make its own independent appraisal of the creditworthiness of the Borrower each Transaction Obligor and its related entities whilst any Letter of Credit is effective or any amount is or may be outstanding under the Finance Documents or any Commitment is in force.
(c) Nothing in any Finance Document obliges an Existing Lender to:
(i) accept a re-transfer or re-assignment from a New Lender of any of the rights and obligations assigned or transferred under this clause 29Clause 23; or
(ii) support any losses directly or indirectly incurred by the New Lender by reason of the non-performance by the Borrower any Transaction Obligor of its obligations under the Finance Documents or otherwise.
Appears in 1 contract
Samples: Facility Agreement (Advanced Technology (Cayman) LTD)
Limitation of responsibility of Existing Lenders. (a) Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to a New Lender for:
(i) the legality, validity, effectiveness, adequacy or enforceability of the Finance Documents, the Transaction Security Documents or any other documents;
(ii) the financial condition of the Borrowerany Obligor or any other person;
(iii) the performance and observance of the Borrower by any Obligor or any other person of its obligations under the Finance Documents or any other documents; or
(iv) the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document or any other document, and any representations or warranties implied by law are excluded.
(b) Each New Lender confirms to the Existing Lender and the other Finance Parties that it:
(i) has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of the Borrower each Obligor and its related entities and any other person in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Lender in connection with any Finance Document; and
(ii) will continue to make its own independent appraisal of the creditworthiness of the Borrower each Obligor and its related entities and any other person whilst any Letter of Credit is effective or any amount is or may be outstanding under the Finance Documents or any Commitment is in force.
(c) Nothing in any Finance Document obliges an Existing Lender to:
(i) accept a re-transfer from a New Lender of any of the rights and obligations assigned or transferred under this clause 29Clause 23; or
(ii) support any losses directly or indirectly incurred by the New Lender by reason of the non-performance by the Borrower any Obligor of its obligations under the Finance Documents or otherwise.
Appears in 1 contract
Samples: Facility Agreement (Mayne Group LTD)
Limitation of responsibility of Existing Lenders. (a) Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to a New Lender for:
(i) the legality, validity, effectiveness, adequacy or enforceability of the Finance Documents, the Transaction Security Documents or any other documents;
(ii) the financial condition of the Borrowerany Obligor;
(iii) the performance and observance of by any Obligor or the Borrower Company or Newco 2 of its obligations under the Finance Documents or any other documents; or
(iv) the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document or any other document, and any representations or warranties implied by law are excluded.
(b) Each New Lender confirms to the Existing Lender and the other Finance Parties that it:
(i) has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of the Borrower each Obligor and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Lender in connection with any Finance Document; and
(ii) will continue to make its own independent appraisal of the creditworthiness of the Borrower each Obligor and its related entities whilst any Letter of Credit is effective or any amount is or may be outstanding under the Finance Documents or any Commitment is in force.
(c) Nothing in any Finance Document obliges an Existing Lender to:
(i) accept a re-transfer from a New Lender of any of the rights and obligations assigned or transferred under this clause 29Clause 25; or
(ii) support any losses directly or indirectly incurred by the New Lender by reason of the non-performance by any Obligor, the Borrower Company or Newco 2 of its obligations under the Finance Documents or otherwise.
Appears in 1 contract
Samples: Senior Facilities Agreement (Messer Griesheim Holding Ag)
Limitation of responsibility of Existing Lenders. (aA) Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to a New Lender for:
(i1) the legality, validity, effectiveness, adequacy or enforceability of the Finance Documents, the Transaction Security Documents or any other documents;
(ii2) the financial condition condition, affairs, status or nature of the BorrowerBorrower or any of its Subsidiaries or the observance by the Borrower of any term of the Finance Documents;
(iii3) the performance and observance of by the Borrower of its obligations under the Finance Documents or any other documents; or
(iv4) the accuracy and/or completeness of any statements or information (whether written or oral) made in or in connection with or supplied to it in connection with any Finance Document or any other documentdocument or supplied to it in connection with the Borrower Group, and any representations or warranties implied by law are excluded.
(bB) Each New Lender confirms to the Existing Lender and the other Finance Parties that it:
(i1) has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of the Borrower and its related entities in connection with its participation in this Agreement and has not relied exclusively and will not rely on any information provided to it by the Existing Lender or any Finance Party in connection with any Finance Document; and;
(ii2) will continue to make its own independent appraisal of the creditworthiness of the Borrower and its related entities whilst any Letter of Credit is effective or any amount is or may be outstanding under the Finance Documents or any Commitment is in force;
(3) has received copies of the Finance Documents and all documentation and information required by it in connection with this transaction (other than the Fee Letter referred to in clause 10.2 (Front-end fee)); and
(4) has received copies of all outstanding consents and waiver requests and will be bound by any decisions made by the Existing Lender which have been communicated to the Agent prior to the Transfer Date.
(cC) Nothing in any Finance Document obliges an Existing Lender to:
(i1) accept a re-transfer from a New Lender of any of the rights and obligations assigned or transferred under this clause 2921; or
(ii2) support any losses directly or indirectly incurred by the New Lender by reason of the non-performance by the Borrower of its obligations under the Finance Documents or otherwise.
Appears in 1 contract
Samples: Facility Agreement (PCCW LTD)
Limitation of responsibility of Existing Lenders. (a) Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to a the New Lender for:
(i) the legality, validity, effectiveness, adequacy or enforceability of the Finance Documents, the Transaction Security Documents or any other documents;
(ii) the financial condition of the Borrower;
(iii) the performance and observance of by the Borrower of its obligations under the Finance Documents or any other documents; or
(iv) the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document or any other document, and any representations or warranties implied by law are excluded.
(b) Each New Lender confirms to the Existing Lender and the other Finance Parties that it:
(i) has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of the Borrower and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Lender in connection with any Finance Document; and
(ii) will shall continue to make its own independent appraisal of the creditworthiness of the Borrower and its related entities whilst any Letter of Credit is effective or any amount is or may be outstanding under the Finance Documents or any Commitment is in force.
(c) Nothing in any Finance Document obliges an Existing Lender to:
(id) accept a re-transfer or re-assignment from a New Lender of any of the rights and obligations assigned assigned, transferred or transferred disposed of under this clause 29Clause 26; or
(iie) support any losses directly or indirectly incurred by the New Lender by reason of the non-performance by the Borrower of its obligations under the Finance Documents or otherwise.
Appears in 1 contract
Samples: Facilities Agreement (Corporate Property Associates 17 - Global INC)
Limitation of responsibility of Existing Lenders. (a) Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to a New Lender for:
(i) the legality, validity, effectiveness, adequacy or enforceability of the Finance Documents, the Transaction Security Facility Documents or any other documents;
(ii) the financial condition of the Borrower;
(iii) the performance and observance of by the Borrower of its obligations under the Finance Facility Documents or any other documents; or
(iv) the accuracy of any statements (whether written or oral) made in or in connection with any Finance Facility Document or any other document, and any representations or warranties implied by law are excluded.
(b) Each New Lender confirms to the Existing Lender and the other Finance Facility Parties that it:
(i) has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of the Borrower and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Lender in connection with any Finance Facility Document; and
(ii) will continue to make its own independent appraisal of the creditworthiness of the Borrower and its related entities whilst any Letter of Credit is effective or any amount is or may be outstanding under the Finance Facility Documents or any Commitment is in force.
(c) Nothing in any Finance Facility Document obliges an Existing Lender to:
(i) accept a re-transfer from a New Lender of any of the rights and obligations assigned or transferred under this clause 29Clause 22; or
(ii) support any losses directly or indirectly incurred by the New Lender by reason of the non-performance by the Borrower of its obligations under the Finance Facility Documents or otherwise.
Appears in 1 contract
Samples: Term and Letter of Credit Facility Agreement (Cascal B.V.)
Limitation of responsibility of Existing Lenders. (a) Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to a New Lender for:
(i) the legality, validity, effectiveness, adequacy or enforceability of the Finance Documents, the Transaction Security Documents or any other documents;
(ii) the financial condition of the BorrowerABB or any Obligor;
(iii) the performance and observance of the Borrower by ABB or any Obligor of its obligations under the Finance Documents or any other documents; or
(iv) the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document or any other document, and any representations or warranties implied by law are excluded.
(b) Each New Lender confirms to the Existing Lender and the other Finance Parties that it:
(i) has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of the Borrower ABB and each Obligor and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Lender in connection with any Finance Document; and
(ii) will continue to make its own independent appraisal of the creditworthiness of the Borrower ABB and each Obligor and its related entities whilst any Letter of Credit is effective or any amount is or may be outstanding under the Finance Documents or any Commitment is in force.
(c) Nothing in any Finance Document obliges an Existing Lender to:
(i) accept a re-transfer from a New Lender of any of the rights and obligations assigned or transferred under this clause 29Clause 24; or
(ii) support any losses directly or indirectly incurred by the New Lender by reason of the non-performance by the Borrower ABB or any Obligor of its obligations under the Finance Documents or otherwise.
Appears in 1 contract
Limitation of responsibility of Existing Lenders. (a) 33.4.1 Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to a New Lender for:
(ia) the legality, validity, effectiveness, adequacy or enforceability of the Finance Documents, the Transaction Security Documents or any other documents;
(iib) the financial condition of the Borrowerany Obligor;
(iiic) the performance and observance of the Borrower by any Obligor or any other person of its obligations under the Finance Documents or any other documents;
(d) the application of any Capital Adequacy Regulation to the transactions contemplated by the Finance Documents; or
(ive) the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document or any other document, and any representations or warranties implied by law are excluded.
(b) 33.4.2 Each New Lender confirms to the Existing Lender and the other Finance Parties that it:
(ia) has made (and shall continue to make) its own independent investigation and assessment of of:
(i) the financial condition and affairs of the Borrower Obligors and its their related entities in connection with its participation in this Agreement Agreement; and
(ii) the application of any Capital Adequacy Regulation to the transactions contemplated by the Finance Documents;
(b) and has not relied exclusively on any information provided to it by the Existing Lender or any other Finance Party in connection with any Finance Document;
(c) will continue to make its own independent appraisal of the application of any Capital Adequacy Regulation to the transactions contemplated by the Finance Documents; and
(iid) will continue to make its own independent appraisal of the creditworthiness of the Borrower each Obligor and its related entities whilst any Letter of Credit is effective or any amount is or may be outstanding under the Finance Documents or any Commitment is in force.
(c) 33.4.3 Nothing in any Finance Document obliges an Existing Lender to:
(ia) accept a re-transfer assignment from a New Lender of any of the rights and obligations assigned or transferred under this clause 2933 (Changes to the Lenders); or
(iib) support any losses directly or indirectly incurred by the New Lender by reason of the non-performance by the Borrower any Obligor of its obligations under the Finance Documents or by reason of the application of any Capital Adequacy Regulation to the transactions contemplated by the Finance Documents or otherwise.
Appears in 1 contract
Limitation of responsibility of Existing Lenders. (a) Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to a New Lender for:
(i) the legality, validity, effectiveness, adequacy or enforceability of the Finance Documents, the Transaction Security Documents or any other documents;
(ii) the financial condition of the BorrowerBorrower and the Group;
(iii) the performance and observance of by the Borrower of its obligations under the Finance Documents or any other documents; or
(iv) the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document or any other document, and any representations or warranties implied by law are excluded.
(b) Each New Lender confirms to the Existing Lender and the other Finance Parties that it:
(i) has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of the Borrower and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Lender in connection with any Finance Document; and
(ii) will continue to make its own independent appraisal of the creditworthiness of the Borrower and its related entities whilst any Letter of Credit is effective or any amount is or may be outstanding under the Finance Documents or any Commitment is in force.
(c) Nothing in any Finance Document obliges an Existing Lender to:
(i) accept a re-transfer or re-assignment from a New Lender of any of the rights and obligations assigned or transferred under this clause 29Clause 22; or
(ii) support any losses directly or indirectly incurred by the New Lender by reason of the non-performance by the Borrower of its obligations under the Finance Documents or otherwise.
Appears in 1 contract
Samples: Facilities Agreement (WEIBO Corp)
Limitation of responsibility of Existing Lenders. (a) 30.6.1 Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to a New Lender for:
(ia) the legality, validity, effectiveness, adequacy or enforceability of the Finance Documents, the Transaction Security or any other documents;
(iib) the financial condition of the Borrower;
(iiic) the performance and observance of the Borrower of its obligations under the Finance Documents or any other documents; or
(ivd) the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document or any other document, and any representations or warranties implied by law are excluded.
(b) 30.6.2 Each New Lender confirms to the Existing Lender and the other Finance Parties that it:
(ia) has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of the Borrower and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Lender in connection with any Finance Document; and
(iib) will continue to make its own independent appraisal of the creditworthiness of the Borrower and its related entities whilst any Letter of Credit is effective or any amount is or may be outstanding under the Finance Documents or any Commitment is in force.
(c) 30.6.3 Nothing in any Finance Document obliges an Existing Lender to:
(ia) accept a re-transfer from a New Lender of any of the rights and obligations assigned or transferred under this clause 29Clause 30; or
(iib) support any losses directly or indirectly incurred by the New Lender by reason of the non-performance by the Borrower of its obligations under the Finance Documents or otherwise.
Appears in 1 contract
Samples: Standby Letter of Credit Facility (HCC Insurance Holdings Inc/De/)
Limitation of responsibility of Existing Lenders. (a) Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to a New Lender for:
(i) the legality, validity, effectiveness, adequacy or enforceability of the Finance Documents, the Transaction Security Documents or any other documents;
(ii) the financial condition of the BorrowerABB or any Obligor;
(iii) the performance and observance of the Borrower by ABB or any Obligor of its obligations under the Finance Documents or any other documents; or
(iv) the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document or any other document, and any representations or warranties implied by law are excluded.
(b) Each New Lender confirms to the Existing Lender and the other Finance Parties that it:
(i) has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of the Borrower ABB and each Obligor and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Lender in connection with any Finance Document; and
(ii) will continue to make its own independent appraisal of the creditworthiness of the Borrower ABB and each Obligor and its related entities whilst any Letter of Credit is effective or any amount is or may be outstanding under the Finance Documents or any Commitment is in force.
(c) Nothing in any Finance Document obliges an Existing Lender to:
(i) accept a re-transfer from a New Lender of any of the rights and obligations assigned or transferred under this clause 29Clause 23; or
(ii) support any losses directly or indirectly incurred by the New Lender by reason of the non-performance by the Borrower ABB or any Obligor of its obligations under the Finance Documents or otherwise.
Appears in 1 contract
Limitation of responsibility of Existing Lenders. (a) 32.4.1 Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to a New Lender for:
(ia) the legality, validity, effectiveness, adequacy or enforceability of the Finance Documents, the Transaction Security Documents or any other documents;
(iib) the financial condition of the Borrowerany Obligor;
(iiic) the performance and observance of the Borrower by any Obligor or any other person of its obligations under the Finance Documents or any other documents;
(d) the application of any Capital Adequacy Regulation to the transactions contemplated by the Finance Documents; or
(ive) the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document or any other document, and any representations or warranties implied by law are excluded.
(b) 32.4.2 Each New Lender confirms to the Existing Lender and the other Finance Parties that it:
(ia) has made (and shall continue to make) its own independent investigation and assessment of of:
(i) the financial condition and affairs of the Borrower Obligors and its their related entities in connection with its participation in this Agreement Agreement; and
(ii) the application of any Capital Adequacy Regulation to the transactions contemplated by the Finance Documents;
(b) and has not relied exclusively on any information provided to it by the Existing Lender or any other Finance Party in connection with any Finance Document;
(c) will continue to make its own independent appraisal of the application of any Capital Adequacy Regulation to the transactions contemplated by the Finance Documents; and
(iid) will continue to make its own independent appraisal of the creditworthiness of the Borrower each Obligor and its related entities whilst any Letter of Credit is effective or any amount is or may be outstanding under the Finance Documents or any Commitment is in force.
(c) 32.4.3 Nothing in any Finance Document obliges an Existing Lender to:
(ia) accept a re-transfer assignment from a New Lender of any of the rights and obligations assigned or transferred under this clause 2932 (Changes to the Lenders); or
(iib) support any losses directly or indirectly incurred by the New Lender by reason of the non-performance by the Borrower any Obligor of its obligations under the Finance Documents or by reason of the application of any Capital Adequacy Regulation to the transactions contemplated by the Finance Documents or otherwise.
Appears in 1 contract
Limitation of responsibility of Existing Lenders. (a) Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to a New Lender for:
(i) the legality, validity, effectiveness, adequacy or enforceability of the Finance Documents, the Transaction Security Facility Documents or any other documents;
(ii) the financial condition of the Borrower;
(iii) the performance and observance of by the Borrower of its obligations under the Finance Facility Documents or any other documents; or
(iv) the accuracy of any statements (whether written or oral) made in or in connection with any Finance Facility Document or any other document, and any representations or warranties implied by law are excluded.
(b) Each New Lender confirms to the Existing Lender and the other Finance Facility Parties that it:
(i) has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of the Borrower and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Lender in connection with any Finance Facility Document; and
(ii) will continue to make its own independent appraisal of the creditworthiness of the Borrower and its related entities whilst any Letter of Credit is effective or any amount is or may be outstanding under the Finance Facility Documents or any Commitment is in force.
(c) Nothing in any Finance Facility Document obliges an Existing Lender to:
(i) accept a re-transfer from a New Lender of any of the rights and obligations assigned or transferred under this clause 29Clause 21; or
(ii) support any losses directly or indirectly incurred by the New Lender by reason of the non-performance by the Borrower of its obligations under the Finance Facility Documents or otherwise.
Appears in 1 contract
Samples: Subordinated Secured Term and Letter of Credit Facility Agreement (Cascal B.V.)
Limitation of responsibility of Existing Lenders. (a) Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to a New Lender for:
(i) the legality, validity, effectiveness, adequacy or enforceability of the Finance Documents, the Transaction Security Documents or any other documents;
(ii) the financial condition of the Borrowerany Obligor or other person;
(iii) the performance and observance of the Borrower by any Obligor or other person of its obligations under the Finance Documents or any other documents; or
(iv) the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document or any other document, and any representations or warranties implied by law are excluded.
(b) Each New Lender confirms to the Existing Lender and the other Finance Parties that it:
(i) has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of the Borrower each Obligor and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Lender or any other Finance Party in connection with any Finance Document; and
(ii) will continue to make its own independent appraisal of the creditworthiness of the Borrower each Obligor and its related entities and any other person whilst any Letter of Credit is effective or any amount is or may be outstanding under the Finance Documents or any Commitment is in force.
(c) Nothing in any Finance Document obliges an Existing Lender to:
(i) accept a re-transfer from a New Lender of any of the rights and obligations assigned or transferred under this clause 29Clause 23; or
(ii) support any losses directly or indirectly incurred by the New Lender by reason of the non-performance by the Borrower any Obligor or other person of its their obligations under the Finance Documents or otherwise.
Appears in 1 contract
Samples: Amending Agreement (Sappi LTD)
Limitation of responsibility of Existing Lenders. (a) Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to a New Lender for:
(i) the legality, validity, effectiveness, adequacy or enforceability of the Senior Finance Documents, the Transaction Security Documents or any other documents;
(ii) the financial condition of the Borrowerany Obligor;
(iii) the performance and observance of the Borrower by any Obligor of its obligations under the Senior Finance Documents or any other documents; or
(iv) the accuracy of any statements (whether written or oral) made in or in connection with any Senior Finance Document or any other document, and any representations or warranties implied by law are excluded.
(b) Each New Lender confirms to the Existing Lender and the other Finance Parties that it:
(i) has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of the Borrower each Obligor and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Lender in connection with any Senior Finance Document; and
(ii) will continue to make its own independent appraisal of the creditworthiness of the Borrower each Obligor and its related entities whilst any Letter of Credit is effective or any amount is or may be outstanding under the Senior Finance Documents or any Commitment is in force.
(c) Nothing in any Senior Finance Document obliges an Existing Lender to:
(i) accept a re-transfer or re-assignment from a New Lender of any of the rights and obligations assigned or transferred under this clause 29Clause 30; or
(ii) support any losses directly or indirectly incurred by the New Lender by reason of the non-performance by the Borrower any Obligor of its obligations under the Senior Finance Documents or otherwise.
Appears in 1 contract
Samples: Avis Europe Interim Fleet Financing Facility Agreement (Avis Budget Group, Inc.)
Limitation of responsibility of Existing Lenders. (a) Unless expressly agreed to the contrary, an the Existing Lender makes no representation or warranty and assumes no responsibility to a the New Lender for:
(i) the legality, validity, effectiveness, adequacy or enforceability of the Finance Documents, Documents or the Transaction Security or any other documents;
(ii) the financial condition of any Obligor, any Group Member, or any Affiliate of any of the Borrowerforegoing;
(iii) the performance and observance of the Borrower by any Obligor of its obligations under any of the Finance Documents or any other documents; or
(iv) the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document or any other document, and any representations or warranties implied by law are excluded.
(b) Each New Lender confirms to the Existing Lender and Lender, the other Finance Parties and the Secured Parties that it:
(i) has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of the Borrower Obligors, Group Members and its their related entities in connection with its participation in this Agreement and/or the other Finance Documents and has not relied exclusively on any information provided to it by the Existing Lender in connection with any Finance DocumentDocument or the Transaction Security; and
(ii) will continue to make its own independent appraisal of the creditworthiness of the Borrower Obligors, Group Members and its their related entities whilst any Letter of Credit is effective or any amount is or may be outstanding under any of the Finance Documents or any commitment represented by any Commitment is in force.
(c) Nothing in any Finance Document obliges an Existing Lender to:
(i) accept a re-assignment or re-transfer from a the New Lender of any of the rights and obligations assigned or transferred under this clause 29Clause 24; or
(ii) support any losses directly or indirectly incurred by the New Lender by reason of the non-performance by the Borrower any Obligor of its obligations under any of the Finance Documents or otherwise.
Appears in 1 contract
Samples: Senior Facilities Agreement (OneSmart International Education Group LTD)
Limitation of responsibility of Existing Lenders. (a) Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to a New Lender for:
(i) the legality, validity, effectiveness, adequacy or enforceability of the Finance Documents, the Transaction Security Sinosure Insurance Policy or any other documents;
(ii) the financial condition of the Borrowerany Obligor or Sinosure;
(iii) the performance and observance of the Borrower by any Obligor of its obligations under the Finance Documents or any other documentsdocuments or by Sinosure of its obligations under the Sinosure Insurance Policy; or
(iv) the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document Document, the Sinosure Insurance Policy or any other document, and any representations or warranties implied by law are excluded.
(b) Each New Lender (other than Sinosure) confirms to the Existing Lender and the other Finance Parties that it:
(i) has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of the Borrower each Obligor and its related entities and Sinosure in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Lender in connection with any Finance DocumentDocument or the Sinosure Insurance Policy; and
(ii) will continue to make its own independent appraisal of the creditworthiness of the Borrower each Obligor and its related entities and Sinosure whilst any Letter of Credit is effective or any amount is or may be outstanding under the Finance Documents or any Commitment is in force.
(c) Nothing in any Finance Document obliges an Existing Lender to:
(i) accept a re-transfer from a New Lender of any of the rights and obligations assigned or transferred under this clause 29Clause 27; or
(ii) support any losses directly or indirectly incurred by the New Lender by reason of the non-performance by the Borrower any Obligor of its obligations under the Finance Documents Documents, the Sinosure Insurance Policy (if any) or by Sinosure of its obligations under the Sinosure Insurance Policy, or otherwise.
Appears in 1 contract
Samples: Facility Agreement (Danaos Corp)
Limitation of responsibility of Existing Lenders. (a) Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to a New Lender for:
(i) the legality, validity, effectiveness, adequacy or enforceability of the Finance Transaction Documents, the Transaction Security CESCE Policy, the CXXX or any other documents;
(ii) the financial condition of the Borrowerany Obligor;
(iii) the performance and observance of the Borrower by any Obligor of its obligations under the Finance Transaction Documents or any other documents; or
(iv) the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document Transaction Document, the CESCE Policy, the CXXX or any other document, and any representations or warranties implied by law are excluded.
(b) Each New Lender confirms to the Existing Lender and the other Finance Parties that it:
(i) has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of the Borrower each Obligor and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Lender in connection with any Finance Transaction Document, the CESCE Policy and the CXXX; and
(ii) will continue to make its own independent appraisal of the creditworthiness of the Borrower each Obligor and its related entities whilst any Letter of Credit is effective or any amount is or may be outstanding under the Finance Documents or any Commitment is in force.
(c) Nothing in any Finance Document obliges an Existing Lender to:
(i) accept a re-transfer or re-assignment from a New Lender of any of the rights and obligations assigned or transferred under this clause 29Clause 27 (Changes to the Lenders); or
(ii) support any losses directly or indirectly incurred by the New Lender by reason of the non-performance by the Borrower any Obligor of its obligations under the Finance Documents or otherwise.
Appears in 1 contract
Limitation of responsibility of Existing Lenders. (a) Each New Lender confirms to each Existing Lender and the other Finance Parties that it:
(i) has received a copy of the Original Facility Agreement and the copies of the Transaction Security Documents existing as of the date of this Agreement, together with such other information as it has required in connection with this transaction;
(ii) has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of each Obligor and its related entities in connection with its participation in this Agreement and the Amended Facility Agreement and has not relied exclusively on any information provided to it by any Existing Lender in connection with any Finance Document; and
(iii) will continue to make its own independent appraisal of the creditworthiness of each Obligor and its related entities whilst any amount is or may be outstanding under the Finance Documents or any Commitment is in force.
(b) Unless expressly agreed to the contrary, an the Existing Lender makes Lenders make no representation or warranty and assumes assume no responsibility to a the New Lender Lenders for:
(i) the legality, validity, effectiveness, adequacy or enforceability of the Finance Documents, the Transaction Security Documents or any other documents;
(ii) the financial condition of the Borrowerany Obligor;
(iii) the performance and observance of the Borrower by any Obligor of its obligations under the Finance Documents or any other documents; or
(iv) the accuracy of any statements (whether written or oral) made in or in connection with any the Finance Document Documents or any other document, and any representations or warranties implied by law are excluded.
(b) Each New Lender confirms to the Existing Lender and the other Finance Parties that it:
(i) has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of the Borrower and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Lender in connection with any Finance Document; and
(ii) will continue to make its own independent appraisal of the creditworthiness of the Borrower and its related entities whilst any Letter of Credit is effective or any amount is or may be outstanding under the Finance Documents or any Commitment is in force.
(c) Nothing in any Finance Document obliges an any Existing Lender to:
(i) accept a re-transfer from a any New Lender of any of the rights and obligations assigned or transferred by novation under this clause 29Agreement; or
(ii) support any losses directly or indirectly incurred by the a New Lender by reason of the non-performance by the Borrower any Obligor of its obligations under the Finance Documents or otherwise.
Appears in 1 contract
Samples: Syndication and Amendment Agreement (PCGI Intermediate Holdings LTD)
Limitation of responsibility of Existing Lenders. (a) Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to a New Lender for:
(i) the legality, validity, effectiveness, adequacy or enforceability of the Finance Documents, the Transaction Security Interim Documents or any other documents;
(ii) the financial condition of the Borrowerany Obligor or other person;
(iii) the performance and observance of the Borrower by any Obligor of its obligations under the Finance Interim Documents or any other documents; or
(iv) the accuracy of any statements (whether written or oral) made in or in connection with any Finance Interim Document or any other document, and any representations or warranties implied by law are excluded.
(b) Each New Lender confirms to the Existing Lender and the other Interim Finance Parties that it:
(i) has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of the Borrower each Obligor and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Lender or any other Interim Finance Party in connection with any Finance Interim Document; and
(ii) will continue to make its own independent appraisal of the creditworthiness of the Borrower each Obligor and its related entities or any other person whilst any Letter of Credit is effective or any amount is or may be outstanding under the Finance Interim Documents or any Interim Commitment is in force.
(c) Nothing in any Finance Interim Document obliges an Existing Lender to:
(i) accept a re-transfer or re-assignment from a New Lender of any of the rights and obligations assigned or transferred under this clause 29Clause 21; or
(ii) support any losses directly or indirectly incurred by the New Lender by reason of the non-non- performance by the Borrower any Obligor or other person of its obligations under the Finance Interim Documents or otherwise.
Appears in 1 contract
Samples: Interim Facilities Agreement
Limitation of responsibility of Existing Lenders. (a) Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to a New Lender for:
(i) the legality, validity, effectiveness, adequacy or enforceability of the Finance Documents, the Transaction Security Documents or any other documents;
(ii) the financial condition of the Borrowerany Obligor or other person;
(iii) the performance and observance of the Borrower by any Obligor or other person of its obligations under the Finance Transaction Documents or any other documents; or
(iv) the accuracy of any statements (whether written or oral) made in or in connection with any Finance Transaction Document or any other document, and any representations or warranties implied by law are excluded.
(b) Each New Lender confirms to the Existing Lender and the other Finance Parties that it:
(i) has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of the Borrower and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Lender in connection with any Finance Transaction Document; and;
(ii) will continue to make its own independent appraisal of the creditworthiness of the Borrower any Obligor and its their respective related entities and any other person whilst any Letter of Credit is effective or any amount is or may be outstanding under the Finance Documents or any Commitment is in force; and
(iii) confirms to the Borrower that it is an Eligible Lender on the Transfer Date.
(c) Nothing in any Finance Document obliges an Existing Lender to:
(i) accept a re-transfer from a New Lender of any of the rights and obligations assigned or transferred under this clause 29Clause 24; or
(ii) support any losses directly or indirectly incurred by the New Lender by reason of the non-performance by the Borrower any Obligor or other person of its obligations under the Finance Documents or otherwise.. WTL/1019005126/Third Amended and Restated FA
Appears in 1 contract
Samples: Third Amendment and Restatement Agreement (Las Vegas Sands Corp)
Limitation of responsibility of Existing Lenders. (a) Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to a New Lender for:
(i) the legality, validity, effectiveness, adequacy or enforceability of the Finance Documents, the Transaction Security Documents or any other documents;
(ii) the financial condition of the Borrowerany Obligor;
(iii) the performance and observance of the Borrower by any Obligor of its obligations under the Finance Documents or any other documents; oror
(iv) the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document or any other document, and any representations or warranties implied by law are excluded.
(b) Each New Lender confirms to the Existing Lender and the other Finance Parties that it:
(i) has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of the Borrower each Obligor and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Lender or any other Finance Party in connection with any Finance Document; and
(ii) will continue to make its own independent appraisal of the creditworthiness of the Borrower each Obligor and its related entities whilst any Letter of Credit is effective or any amount is or may be outstanding under the Finance Documents or any Commitment is in force.
(c) Nothing in any Finance Document obliges an Existing Lender to:
(i) accept a re-assignment or a re-assignment and re-transfer by way of assumption of contract (Vertragsübernahme) from a New Lender of any of the rights and obligations assigned or assigned and transferred by way of assumption of contract (Vertragsübernahme) under this clause 29Clause 24; or
(ii) support any losses directly or indirectly incurred by the New Lender by reason of the non-performance by the Borrower any Obligor of its obligations under the Finance Documents or otherwise.
Appears in 1 contract
Limitation of responsibility of Existing Lenders. (a) Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to a New Lender for:
(i) the legality, validity, effectiveness, adequacy or enforceability of the Finance Documents, the Transaction Security Documents or any other documents;
(ii) the financial condition of the Borrowerany Obligor;
(iii) the performance and observance by any Obligor or any other member of the Borrower Group of its obligations under the Finance Documents or any other documents; or
(iv) the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document or any other document, and any representations or warranties implied by law are excluded.
(b) Each New Lender confirms to the Existing Lender and the other Finance Parties that it:
(i) has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of the Borrower each Obligor and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Lender in connection with any Finance Document; and
(ii) will continue to make its own independent appraisal of the creditworthiness of the Borrower each Obligor and its related entities whilst any Letter of Credit is effective or any amount is or may be outstanding under the Finance Documents or any Commitment is in force.
(c) Nothing in any Finance Document obliges an Existing Lender to:
(i) accept a re-transfer from a New Lender of any of the rights and obligations assigned or transferred under this clause 29Clause 28; or
(ii) support any losses directly or indirectly incurred by the New Lender by reason of the non-performance by the Borrower any Obligor of its obligations under the Finance Documents or otherwise.
Appears in 1 contract
Samples: Senior Facilities Agreement (Anheuser-Busch InBev S.A.)
Limitation of responsibility of Existing Lenders. (a) Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to a New Lender for:
(i) the legality, validity, effectiveness, adequacy or enforceability of the Finance Documents, the Transaction Security or any other documents;
(ii) the financial condition of the Borrower;
(iii) the performance and observance of by the Borrower of its obligations under the Finance Documents or any other documents; or
(iv) the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document or any other document, and any representations or warranties implied by law or regulation are excluded.
(b) Each New Lender confirms to the Existing Lender Lender, and the other Finance Parties that it:
(i) has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of the Borrower and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Lender in connection with any Finance Document; and
(ii) will continue to make its own independent appraisal of the creditworthiness of the Borrower and its related entities whilst any Letter of Credit is effective or any amount is or may be outstanding under the Finance Documents or any Commitment is in force.
(c) Nothing in any Finance Document obliges an Existing Lender to:
(i) accept a re-transfer from a New Lender of any of the rights and obligations assigned or transferred under this clause 29Clause 21; or
(ii) support any losses directly or indirectly incurred by the New Lender by reason of the non-performance by the Borrower of its obligations under the Finance Documents or otherwise.
Appears in 1 contract
Samples: Secured Bridge Facility Agreement (Cemex Sab De Cv)
Limitation of responsibility of Existing Lenders. (a) Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to a New Lender for:
(i) the legality, validity, effectiveness, adequacy or enforceability of the Finance Documents, the Transaction Security Documents or any other documents;
(ii) the financial condition of the Borrowerany Obligor or any of its Subsidiaries;
(iii) the performance and observance of the Borrower by any Obligor of its obligations under the Finance Documents or any other documents; or
(iv) the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document or any other document, and any representations or warranties implied by law are excluded.
(b) Each New Lender confirms to the Existing Lender and the other Finance Parties that it:
(i) has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of the Borrower each Obligor and its Subsidiaries and other related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Lender in connection with any Finance Document; and
(ii) will continue to make its own independent appraisal of the creditworthiness of the Borrower each Obligor and its Subsidiaries and other related entities whilst any Letter of Credit is effective or any amount is or may be outstanding under the Finance Documents or any Commitment is in force.
(c) Nothing in any Finance Document obliges an Existing Lender to:
(i) accept a re-transfer from a New Lender of any of the rights and obligations assigned or transferred under this clause 29Clause 21; or
(ii) support any losses directly or indirectly incurred by the New Lender by reason of the non-performance by the Borrower any Obligor of its obligations under the Finance Documents or otherwise.
Appears in 1 contract
Limitation of responsibility of Existing Lenders. (a) Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to a New Lender for:
(i) the legality, validity, effectiveness, adequacy or enforceability of the Finance Documents, the Transaction Security Documents or any other documents;
(ii) the financial condition of the BorrowerBorrower or the status of the Project;
(iii) the performance and observance of by the Borrower of its obligations under the Finance Documents or any other documents; or
(iv) the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document or any other document, and any representations or warranties implied by law are excluded.
(b) Each New Lender confirms to the Existing Lender and the other Finance Parties that it:
(i) has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of the Borrower each Obligor and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Lender in connection with any Finance Document; and
(ii) will continue to make its own independent appraisal of the creditworthiness of the Borrower each Obligor and its related entities whilst any Letter of Credit is effective or any amount is or may be outstanding under the Finance Documents or any Commitment is in force.
(c) Nothing in any Finance Document obliges an Existing Lender to:
(i) accept a re-transfer or reassignment from a New Lender of any of the rights and obligations assigned or transferred under this clause 29Clause 26; or
(ii) support any losses directly or indirectly incurred by the New Lender by reason of the non-performance by the Borrower any Obligor of its obligations under the Finance Documents or otherwise.
Appears in 1 contract
Limitation of responsibility of Existing Lenders. (a) Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to a New Lender for:
(i) the legality, validity, effectiveness, adequacy or enforceability of the Finance Documents, the Transaction Security Documents or any other documents;
(ii) the financial condition of the Borrowerany Obligor;
(iii) the performance and observance by any Obligor or any other member of the Borrower Group of its obligations under the Finance Documents or any other documents; or
(iv) the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document or any other document, and any representations or warranties implied by law are excluded.
(b) Each New Lender confirms to the Existing Lender and the other Finance Parties that it:
(i) has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of the Borrower each Obligor and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Lender in connection with any Finance Document; and
(ii) will continue to make its own independent appraisal of the creditworthiness of the Borrower each Obligor and its related entities whilst any Letter of Credit is effective or any amount is or may be outstanding under the Finance Documents or any Commitment is in force.
(c) Nothing in any Finance Document obliges an Existing Lender to:
(i) accept a re-transfer or re-assignment from a New Lender of any of the rights and obligations assigned or transferred under this clause 29Clause 23; or
(ii) support any losses directly or indirectly incurred by the New Lender by reason of the non-performance by the Borrower any Obligor of its obligations under the Finance Documents or otherwise.
Appears in 1 contract
Samples: Super Senior Revolving Facility Agreement (Eagle Bulk Shipping Inc.)
Limitation of responsibility of Existing Lenders. (a) Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to a New Lender for:
(i) the legality, validity, effectiveness, adequacy or enforceability of the Finance Documents, the Transaction Security or any other documents;
(ii) the financial condition of the Borrower;Company; 91
(iii) the performance and observance of by the Borrower Company of its obligations under the Finance Documents or any other documents; or;
(iv) the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document or any other document, and ; and
(v) any representations or warranties implied by law are excluded.
(b) Each New Lender confirms to the Existing Lender and the other Finance Parties that it:
(i) has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of the Borrower Company and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Lender or any other Finance Party in connection with any Finance DocumentDocument or the Transaction Security; and
(ii) will continue to make its own independent appraisal of the creditworthiness of the Borrower Company and its related entities whilst any Letter of Credit is effective or any amount is or may be outstanding under the Finance Documents or any Commitment is in force.
(c) Nothing in any Finance Document obliges an Existing Lender to:
(i) accept a re-transfer from a New Lender of any of the rights and obligations assigned or transferred under this clause 29Clause 20 (Changes to the Parties); or
(ii) support any losses directly or indirectly incurred by the New Lender by reason of the non-performance by the Borrower Company of its obligations under the Finance Documents or otherwise.
Appears in 1 contract
Limitation of responsibility of Existing Lenders. (a) Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to a New Lender for:
(i) the legality, validity, effectiveness, adequacy or enforceability of the Finance Documents, the Transaction Security Documents or any other documents;
(ii) the financial condition of the Borrowerany Obligor;
(iii) the performance and observance of the Borrower by any Obligor or any other person of its obligations under the Finance Documents or any other documents; or
(iv) the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document or any other document, and any representations or warranties implied by law are excluded.
(b) Each New Lender confirms to the Existing Lender and the other Finance Parties that it:
(ic) has made (and shall continue to make) its own independent investigation and assessment of of:
(i) the financial condition and affairs of the Borrower Obligors and its their related entities in connection with its participation in this Agreement Agreement; and
(ii) the application of any Basel II Regulation or Basel III Regulation to the transactions contemplated by the Finance Documents;
(d) and has not relied exclusively on any information provided to it by the Existing Lender or any other Finance Party in connection with any Finance Document;
(e) will continue to make its own independent appraisal of the application of any Basel II Regulation or Basel III Regulation to the transactions contemplated by the Finance Documents; and
(iif) will continue to make its own independent appraisal of the creditworthiness of the Borrower each Obligor and its related entities whilst any Letter of Credit is effective or any amount is or may be outstanding under the Finance Documents or any Commitment is in force.
(cg) Nothing in any Finance Document obliges an Existing Lender to:
(i) accept a re-transfer assignment from a New Lender of any of the rights and obligations assigned or transferred under this clause 2932 (Changes to the Lenders); or
(ii) support any losses directly or indirectly incurred by the New Lender by reason of the non-performance by the Borrower any Obligor of its obligations under the Finance Documents or by reason of the application of any Basel II Regulation or Basel III Regulation to the transactions contemplated by the Finance Documents or otherwise.
Appears in 1 contract
Limitation of responsibility of Existing Lenders. (a) Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to a New Lender for:
(i) the legality, validity, effectiveness, adequacy or enforceability of the Finance Documents, the Transaction Security Documents or any other documents;
(ii) the financial condition of any Obligor or the BorrowerGroup;
(iii) the performance and observance of the Borrower by any Obligor of its obligations under the Finance Documents or any other documents; or
(iv) the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document or any other document, and any representations or warranties implied by law are excluded.
(b) Each New Lender confirms to the Existing Lender and the other Finance Parties that it:
(i) has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of the Borrower each Obligor and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Lender in connection with any Finance Document; and
(ii) will continue to make its own independent appraisal of the creditworthiness of the Borrower each Obligor and its related entities whilst any Letter of Credit is effective or any amount is or may be outstanding under the Finance Documents or any Commitment is in force.
(c) Nothing in any Finance Document obliges an Existing Lender to:
(i) accept a re-transfer or re-assignment from a New Lender of any of the rights and obligations assigned or transferred under this clause 29Clause 23; or
(ii) support any losses directly or indirectly incurred by the New Lender by reason of the non-performance by the Borrower any Obligor of its obligations under the Finance Documents or otherwise.
(d) In relation to any assignment or transfer by an Existing Lender under this Clause 23, the relevant New Lender agrees to be bound by any consent, waiver or decision given or made by such Existing Lender in connection with the Finance Documents prior to such assignment or transfer.
Appears in 1 contract
Limitation of responsibility of Existing Lenders. (a) Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to a New Lender for:for:-
(i) the legality, validity, effectiveness, adequacy or enforceability of the Finance Documents, the Transaction Security Documents or any other documents;
(ii) the financial condition of the Borrowerany Obligor;
(iii) the performance and observance of the Borrower by any Obligor of its obligations under the Finance Documents or any other documents; or
(iv) the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document or any other document, and any representations or warranties implied by law are excluded.
(b) Each New Lender confirms to the Existing Lender and the other Finance Parties that it:it:-
(i) has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of the Borrower each Obligor and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Lender in connection with any Expanded Finance Document; and
(ii) will continue to make its own independent appraisal of the creditworthiness of the Borrower each Obligor and its related entities whilst any Letter of Credit is effective or any amount is or may be outstanding under the Expanded Finance Documents or any Commitment is in force.
(c) Nothing in any Expanded Finance Document obliges an Existing Lender to:to:-
(i) accept a re-transfer from a New Lender of any of the rights and obligations assigned or transferred under this clause 29Clause 26; or
(ii) support any losses directly or indirectly incurred by the New Lender by reason of the non-performance by the Borrower any Obligor of its obligations under the Expanded Finance Documents or otherwise.
Appears in 1 contract
Limitation of responsibility of Existing Lenders. (a) Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to a New Lender for:
(i) the legality, validity, effectiveness, adequacy or enforceability of the Finance Documents, the Transaction Security Documents or any other documents;
(ii) the financial condition of the Borrowerany Obligor;
(iii) the performance and observance by any Obligor or any other member of the Borrower Group of its obligations under the Finance Documents or any other documents; or
(iv) the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document or any other document, and any representations or warranties implied by law are excluded.
(b) Each New Lender confirms to the Existing Lender and the other Finance Parties that it:
(i) has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of the Borrower each Obligor and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Lender or any other Finance Party in connection with any Finance Document; and
(ii) will continue to make its own independent appraisal of the creditworthiness of the Borrower each Obligor and its related entities whilst any Letter of Credit is effective or any amount is or may be outstanding under the Finance Documents or any Commitment is in force.
(c) Nothing in any Finance Document obliges an Existing Lender to:
(i) accept a re-transfer or reassignment from a New Lender of any of the rights and obligations assigned or transferred under this clause 2926; or
(ii) support any losses directly or indirectly incurred by the New Lender by reason of the non-performance by the Borrower any Obligor of its obligations under the Finance Documents or otherwise.
Appears in 1 contract
Samples: Revolving Credit Facility Agreement (Enstar Group LTD)
Limitation of responsibility of Existing Lenders. (a) Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to a New Lender for:
(i) the legality, validity, effectiveness, adequacy or enforceability of the Finance Documents, the Transaction Security Documents or any other documents;
(ii) the financial condition of the BorrowerBorrower or EKN;
(iii) the performance and observance of by the Borrower or EKN of its obligations under the Finance Documents or any other documents; or
(iv) the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document or any other document, and any representations or warranties implied by law are excluded.
(b) Each New Lender confirms to the Existing Lender and the other Finance Parties that itin the case of (i) and (ii) below, and to the Borrower in the case of (iii) below, that:
(i) it has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of the Borrower and its related entities and EKN in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Lender in connection with any Finance Document; and;
(ii) it will continue to make its own independent appraisal of the creditworthiness of the Borrower and its related entities and EKN whilst any Letter of Credit is effective or any amount is or may be outstanding under the Finance Documents or any Commitment is in force; and
(iii) it acknowledges and agrees to the provisions of sub-Clause (c)(ii) of Clause 22.2 (Conditions of assignment or transfer).
(c) Nothing in any Finance Document obliges an Existing Lender to:
(i) accept a re-transfer from a New Lender of any of the rights and obligations assigned or transferred under this clause 29Clause 22; or
(ii) support any losses directly or indirectly incurred by the New Lender by reason of the non-performance by the Borrower or EKN of its obligations under the Finance Documents or otherwise.
Appears in 1 contract
Samples: Facility Agreement (PT Indosat TBK)
Limitation of responsibility of Existing Lenders. (a) Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to a New Lender for:
(i) the legality, validity, effectiveness, adequacy or enforceability of the Finance Documents, the Transaction Security Documents or any other documents;
(ii) the financial condition of the any Borrower;
(iii) the performance and observance of the by any Borrower of its obligations under the Finance Documents, the Acquisition Documents or any other documents; or
(iv) the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document, Acquisition Document or any other document, and any representations or warranties implied by law are excluded.
(b) Each New Lender confirms to the Existing Lender and the other Finance Parties that it:
(i) has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of the each Borrower and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Lender in connection with any Finance Document; and
(ii) will continue to make its own independent appraisal of the creditworthiness of the each Borrower and its related entities whilst any Letter of Credit is effective or any amount is or may be outstanding under the Finance Documents or any Commitment is in force.
(c) Nothing in any Finance Document obliges an Existing Lender to:
(i) accept a re-transfer or re-assignment from a New Lender of any of the rights and obligations assigned or transferred under this clause 29Clause 22; or
(ii) support any losses directly or indirectly incurred by the New Lender by reason of the non-non- performance by the any Borrower of its obligations under the Finance Documents or otherwise.
Appears in 1 contract
Samples: Facilities Agreement
Limitation of responsibility of Existing Lenders. (a) Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to a New Lender for:
(i) the legality, validity, effectiveness, adequacy or enforceability of the Finance Documents, the Transaction Security Documents or any other documents;
(ii) the financial condition of the Borrower;
(iii) the performance and observance of by the Borrower of its obligations under the Finance Documents or any other documents; or
(iv) the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document or any other document, and any representations or warranties implied by law are excluded.
(b) Each New Lender confirms to the Existing Lender and the other Finance Parties Lenders and the Agent that it:
(i) has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of the Borrower and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Lender in connection with any Finance Document; and
(ii) will continue to make its own independent appraisal of the creditworthiness of the Borrower and its related entities whilst any Letter of Credit is effective or any amount is or may be outstanding under the Finance Documents or any Commitment is in force.
(c) Nothing in any Finance Document obliges an Existing Lender to:
(i) accept a re-transfer from a New Lender of any of the rights and obligations assigned or transferred under this clause 29Clause 21; or
(ii) support any losses directly or indirectly incurred by the New Lender by reason of the non-performance by the Borrower of its obligations under the Finance Documents or otherwise.
Appears in 1 contract
Samples: Facility Agreement (Sterlite Industries (India) LTD)
Limitation of responsibility of Existing Lenders. (a) Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to a New Lender for:
(i) the legality, validity, effectiveness, adequacy or enforceability of the Finance Transaction Documents, the Transaction Security CESCE Policy, the XXXX or any other documents;
(ii) the financial condition of the Borrowerany Obligor;
(iii) the performance and observance of the Borrower by any Obligor of its obligations under the Finance Transaction Documents or any other documents; or
(iv) the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document Transaction Document, the CESCE Policy, the XXXX or any other document, and any representations or warranties implied by law are excluded.
(b) Each New Lender confirms to the Existing Lender and the other Finance Parties that it:
(i) has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of the Borrower each Obligor and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Lender in connection with any Finance Transaction Document, the CESCE Policy and the XXXX; and
(ii) will continue to make its own independent appraisal of the creditworthiness of the Borrower each Obligor and its related entities whilst any Letter of Credit is effective or any amount is or may be outstanding under the Finance Documents or any Commitment is in force.
(c) Nothing in any Finance Document obliges an Existing Lender to:
(i) accept a re-transfer or re-assignment from a New Lender of any of the rights and obligations assigned or transferred under this clause 29Clause 27 (Changes to the Lenders); or
(ii) support any losses directly or indirectly incurred by the New Lender by reason of the non-performance by the Borrower any Obligor of its obligations under the Finance Documents or otherwise.
Appears in 1 contract
Samples: Facility Agreement
Limitation of responsibility of Existing Lenders. (a) Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to a New Lender for:
(i) the legality, validity, effectiveness, adequacy or enforceability of the Finance Documents, the Transaction Security Documents or any other documents;
(ii) the financial condition of the Borrowerany Obligor or Junior Creditor;
(iii) the performance and observance of the Borrower by any Obligor or Junior Creditor of its obligations under the Finance Documents or any other documents; or
(iv) the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document or any other document, and any representations or warranties implied by law are excluded.
(b) Each New Lender confirms to the Existing Lender and the other Finance Parties that it:
(i) has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of the Borrower each Obligor and its Junior Creditor and their related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Lender in connection with any Finance Document; and
(ii) will continue to make its own independent appraisal of the creditworthiness of the Borrower each Obligor and its Junior Creditor and their related entities whilst any Letter of Credit is effective or any amount is or may be outstanding under the Finance Documents or any Commitment is in force.
(c) Nothing in any Finance Document obliges an Existing Lender to:
(i) accept a re-transfer from a New Lender of any of the rights and obligations assigned or transferred under this clause 29Clause 30 (Changes to the Obligors); or
(ii) support any losses directly or indirectly incurred by the New Lender by reason of the non-performance by the Borrower any Obligor or Junior Creditor of its obligations under the Finance Documents or otherwise.
Appears in 1 contract
Limitation of responsibility of Existing Lenders. (a) Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to a New Lender and an Increase Lender for:
(i) the legality, validity, effectiveness, adequacy or enforceability of the Finance Documents, the Transaction Security Documents or any other documents;
(ii) the financial condition of the Borrowerany Obligor;
(iii) the performance and observance of the Borrower by any Obligor of its obligations under the Finance Documents or any other documents; or
(iv) the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document or any other document, and any representations or warranties implied by law are excluded.
(b) Each New Lender and Increase Lender confirms to the Existing Lender and the other Finance Parties that it:
(i) has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of the Borrower each Obligor and its related entities Affiliates in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Lender in connection with any Finance Document; and
(ii) will continue to make its own independent appraisal of the creditworthiness of the Borrower each Obligor and its related entities Affiliates whilst any Letter of Credit is effective or any amount is or may be outstanding under the Finance Documents or any Commitment is in force.
(c) Nothing in any Finance Document obliges an Existing Lender to:
(i) accept a re-transfer from a New Lender of any of the rights and obligations assigned or transferred under this clause 29Clause 22; or
(ii) support or undertake any losses directly or indirectly incurred by the New Lender and Increase Lender by reason of the non-performance by the Borrower any Obligor of its obligations under the Finance Documents or otherwise.
Appears in 1 contract
Limitation of responsibility of Existing Lenders. (a) Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to a New Lender for:
(i) the legality, validity, effectiveness, adequacy or enforceability of the Finance Documents, the Transaction Security Documents or any other documents;
(ii) the financial condition of the BorrowerBorrower or any Material Subsidiary;
(iii) the performance and observance of by the Borrower of its obligations under the Finance Documents or any other documents; or
(iv) the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document or any other document, and any representations or warranties implied by law are excluded.
(b) Each New Lender confirms to the Existing Lender and the other Finance Parties that it:
(i) has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of the Borrower and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Lender in connection with any Finance Document; and
(ii) will continue to make its own independent appraisal of the creditworthiness of the Borrower and its related entities whilst any Letter of Credit is effective or any amount is or may be outstanding under the Finance Documents or any Commitment is in force.
(c) Nothing in any Finance Document obliges an Existing Lender to:
(i) accept a re-transfer from a New Lender of any of the rights and obligations assigned or transferred under this clause 29Clause 22; or
(ii) support any losses directly or indirectly incurred by the New Lender by reason of the non-performance by the Borrower of its obligations under the Finance Documents or otherwise.
Appears in 1 contract
Samples: Credit Facility Agreement (Sap Aktiengesellschaft Systems Applications Products in Data)
