Common use of Limitation on Agent's Liability Clause in Contracts

Limitation on Agent's Liability. None of the Agents nor any of their respective directors, officers, employees or agents shall be liable or responsible for any action taken or omitted to be taken by them under or in connection with the Loan Documents, except for its or their own gross negligence or willful misconduct. None of the Agents shall be responsible to any Bank for (a) any recitals, statements, representations or warranties contained in the Loan Documents or in any certificate or other document referred to or provided for in, or received by any of the Banks under, the Loan Documents, (b) the validity, effectiveness or enforceability of the Loan Documents or any such certificate or other document, or (c) any failure by the Loan Parties to perform any of their obligations under the Loan Documents. Each of the Agents may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact so long as such Agent was not grossly negligent in selecting or directing such agents or attorneys-in-fact. Each of the Agents shall be entitled to rely upon any certification, notice or other communication (including any thereof by telephone, telex, telecopier, telegram or cable) believed by it to be genuine and correct and to have been signed or given by or on behalf of the proper Person or Persons, and upon advice and statements of legal counsel, independent accountants and other experts selected by such Agent. As to any matters not expressly provided for by the Loan Documents, each of the Agents shall in all cases be fully protected in acting, or in refraining from acting, under the Loan Documents in accordance with instructions signed by the Required Banks, and such instructions of the Required Banks and any action taken or failure to act pursuant thereto shall be binding on all of the Banks.

Limitation on Agent's Liability. None of Neither the Agents Agent nor any of their respective its directors, officers, employees or agents shall be liable or responsible for any action taken or omitted to be taken by it or them under this Agreement or in connection with the Loan Documentsthis Agreement, except for its or their own gross negligence or willful misconductmisconduct or knowing violation of law. None of the Agents The Agent shall not be responsible to any Bank of the Banks for (a) any recitals, statements, representations or warranties contained in the Loan Documents this Agreement or in any certificate or other document referred to or provided for in, or received by any of the Banks under, this Agreement, or for the Loan Documentsvalue, (b) the validity, effectiveness effectiveness, genuineness, enforceability or enforceability sufficiency of the Loan Documents this Agreement or any such certificate or other document, document or (c) for any failure by the Company or any other Loan Parties Party to perform any of their its obligations under the Loan Documentsthis Agreement. Each of the Agents The Agent may employ agents and attorneys-attorneys- in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact so long as such the Agent was not grossly negligent in selecting or directing such agents or attorneys-in-fact. Each of the Agents The Agent shall be entitled to rely upon any certification, notice or other communication (including any thereof by telephone, telex, telecopier, telegram or cable) believed by it to be genuine and correct and to have been signed or given sent by or on behalf of the proper Person or Persons, and upon advice and statements of legal counsel, independent accountants and other experts selected by such the Agent. As to any matters not expressly provided for by this Agreement, the Loan Documents, each of the Agents Agent shall in all cases be fully protected in acting, or in refraining from acting, under the Loan Documents this Agreement in accordance with instructions signed by the Required Majority Banks (except for action or inaction which requires the unanimous consent or instruction of the Banks), and such instructions of the Required Majority Banks and any action taken or failure to act pursuant thereto shall be binding on all of the Banks.

Limitation on Agent's Liability. None of the Agents ------------------------------- nor any of their respective directors, officers, employees or agents shall be liable or responsible for any action taken or omitted to be taken by it or them under or in connection with the Loan Documents, except for its or their own gross negligence or willful misconduct. None of the Agents shall be responsible to any Bank for (a) any recitals, statements, representations or warranties contained in the Loan Documents or in any certificate or other document referred to or provided for in, or received by any of the Banks under, the Loan Documents, (b) the validity, effectiveness or enforceability of the Loan Documents or any such certificate or other document, document or (c) any failure by the Loan Parties Borrower to perform any of their its obligations under the Loan Documents. Each of the Agents may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact so long as such Agent was not grossly negligent in selecting or directing such agents or attorneys-in-fact. Each of the Agents shall be entitled to rely upon any certification, notice or other communication (including any thereof by telephone, telex, telecopier, telegram or cable) believed by it to be genuine and correct and to have been signed or given by or on behalf of the proper Person or Persons, and upon advice and statements of legal counsel, independent accountants and other experts selected by such Agent. As to any matters not expressly provided for by the Loan Documents, each of the Agents shall in all cases be fully protected in acting, or in refraining from acting, under the Loan Documents in accordance with instructions signed by the Required Banks, and such instructions of the Required Banks and any action taken or failure to act pursuant thereto shall be binding on all of the Banks.

Limitation on Agent's Liability. None of Neither the Agents Agent nor any of their respective its directors, officers, employees or agents shall be liable or responsible to any Lender for any action taken or omitted to be taken by them under or in connection with the Loan Documents, except for its or their own gross negligence or willful misconduct. None of the Agents The Agent shall not be responsible to any Bank Lender for (a) any recitals, statements, representations or warranties contained in the Loan Documents or in any certificate or other document referred to or provided for in, or received by any of the Banks Lender under, the Loan Documents, (b) the validity, effectiveness or enforceability of the Loan Documents or any such certificate or other document, document or (c) any failure by the Loan Parties Borrower to perform any of their its obligations under the Loan Documents. Each of the Agents The Agent may employ agents and attorneys-in-fact and shall not be responsible to any Lender for the negligence or misconduct of any such agents or attorneys-in-fact so long as such the Agent was not grossly negligent in selecting or directing such agents or attorneys-in-fact. Each of the Agents The Agent shall be entitled to rely upon any certification, notice or other communication (including any thereof by telephone, telex, telecopier, telegram or cable) believed by it to be genuine and correct and to have been signed or given by or on behalf of the proper Person or Persons, and upon advice and statements of legal counsel, independent accountants and or other experts selected in good faith by such the Agent. As to any matters not expressly provided for by the Loan Documents, each of the Agents Agent shall in all cases be fully protected as to the Lenders in acting, or in refraining from acting, under the Loan Documents in accordance with instructions signed by the Required BanksLenders, and such instructions of the Required Banks Lenders and any action taken or failure to act pursuant thereto shall be binding on all of the BanksLenders.

Limitation on Agent's Liability. None of Neither the Agents Agent nor any of their respective its directors, officers, employees or agents shall be liable or responsible for any action taken or omitted to be taken by it or them under or in connection with the Loan Documents, except for its or their own gross negligence negligence, willful misconduct or willful misconductknowing violations of law. None of the Agents The Agent shall not be responsible to any Bank for (a) any recitals, statements, representations or warranties contained in the Loan Documents or in any certificate or other document referred to or provided for in, or received by any of the Banks under, the Loan Documents, (b) the validity, effectiveness or enforceability of the Loan Documents or any such certificate or other document, document or (c) any failure by the Loan Parties to perform any of their obligations under the Loan Documents. Each of the Agents The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact so long as such the Agent was not grossly negligent in selecting or directing such agents or attorneys-in-fact. Each of the Agents The Agent shall be entitled to rely upon any certification, notice or other communication (including any thereof by telephone, telex, telecopier, telegram or cable) believed by it to be genuine and correct and to have been signed or given by or on behalf of the proper Person or Persons, and upon advice and statements of legal counsel, independent accountants and other experts selected by such the Agent. As to any matters not expressly provided for by the Loan Documents, each of the Agents Agent shall in all cases be fully protected in acting, or in refraining from acting, under the Loan Documents in accordance with instructions signed by the Required Banks, and such instructions of the Required Banks and any action taken or failure to act pursuant thereto shall be binding on all of the Banks.

Limitation on Agent's Liability. None of Neither the Agents Agent nor any of their respective its directors, officers, employees or agents shall be liable or responsible for any action taken or omitted to be taken by it or them under or in connection with the Loan Documents, except for its or their own gross negligence negligence, willful misconduct or willful misconductknowing violations of law. None of the Agents The Agent shall not be responsible to any Bank or the Issuing Bank for (ai) any recitals, statements, representations or warranties contained in the Loan Documents or in any certificate or other document referred to or provided for in, or received by any of the Banks or the Issuing Bank under, the Loan Documents, (bii) the validity, effectiveness or enforceability of the Loan Documents or any such certificate or other document, document or (ciii) any failure by the Loan Parties Borrower to perform any of their its obligations under the Loan Documents. Each of the Agents The Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-attorneys- in- fact so long as such the Agent was not grossly negligent in selecting or directing such agents or attorneys-in-fact. Each of the Agents The Agent shall be entitled to rely upon any certification, notice or other communication (including any thereof by telephone, telex, telecopier, telegram or cable) believed by it to be genuine and correct and to have been signed or given by or on behalf of the proper Person or Persons, and upon advice and statements of legal counsel, independent accountants and other experts selected by such the Agent. As to any matters not expressly provided for by the Loan Documents, each of the Agents Agent shall in all cases be fully protected in acting, or in refraining from acting, under the Loan Documents in accordance with instructions signed by the Required Banks, and such instructions of the Required Banks and any action taken or failure to act pursuant thereto shall be binding on all of the BanksBanks and the Issuing Bank.