Nature of Reimbursement Obligations. The Borrower and, to the extent set forth in Section 2.6.1, each Lender with a Revolving Loan Commitment, shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. The Issuer (except to the extent of its own gross negligence or willful misconduct) shall not be responsible for (i) the form, validity, sufficiency, accuracy, genuineness or legal effect of any Letter of Credit or any document submitted by any party in connection with the application for and issuance of a Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged, (ii) the form, validity, sufficiency, accuracy, genuineness or legal effect of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or the proceeds thereof in whole or in part, which may prove to be invalid or ineffective for any reason, (iii) failure of the beneficiary to comply fully with conditions required in order to demand payment under a Letter of Credit, (iv) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, or (v) any loss or delay in the transmission or otherwise of any document or draft required in order to make a Disbursement under a Letter of Credit. None of the foregoing shall affect, impair or prevent the vesting of any of the rights or powers granted to the Issuer or any Lender with a Revolving Loan Commitment hereunder. In furtherance and extension and not in limitation or derogation of any of the foregoing, any action taken or omitted to be taken by the Issuer in good faith (and not constituting gross negligence or willful misconduct) shall be binding upon the Borrower, each Obligor and each such Lender, and shall not put the Issuer under any resulting liability to the Borrower, any Obligor or any such Lender, as the case may be.
Appears in 9 contracts
Samples: Credit Agreement (Nextel Partners Inc), Credit Agreement (Dri I Inc), Credit Agreement (Dri I Inc)
Nature of Reimbursement Obligations. The Each Borrower and, to the extent set forth in Section 2.6.13.2.1, each Lender with a Revolving Loan Commitment, shall assume all risks of the acts, omissions omission or misuse of any Letter of Credit by the beneficiary thereof. The No Issuer or any Lender (except to the extent of its own gross negligence or willful misconductmisconduct as finally determined by a court of competent jurisdiction) shall not be responsible for for:
(ia) the form, validity, sufficiency, accuracy, genuineness or legal effect of any Letter of Credit or any document submitted by any party in connection with the application for and an issuance of a Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged, ;
(iib) the form, validity, sufficiency, accuracy, genuineness or legal effect of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or the proceeds thereof in whole or in part, which may prove to be invalid or ineffective for any reason, ;
(iiic) failure of the beneficiary to comply fully with conditions required in order to demand payment under a Letter of Credit; provided that if a payment is made pursuant to such Letter of Credit when a beneficiary has failed to comply with the conditions therefor and such failure to comply is manifest on the face of such Letter of Credit or the documents submitted by the beneficiary in connection therewith, the relevant Borrower shall be required to indemnify the Issuer in connection therewith only if, and to the extent, the relevant Borrower or any of its Subsidiaries has received the benefit of such payment on such Letter of Credit by one or more of their obligations being satisfied, either in whole or in part;
(ivd) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex telecopy or otherwise, or ; or
(ve) any loss or delay in the transmission or otherwise of any document or draft required in order to make a Disbursement disbursement under a Letter of Credit. None of the foregoing shall affect, impair or prevent the vesting of any of the rights or powers granted to the any Issuer or any Lender with a Revolving Loan Commitment hereunder. In furtherance and extension and not in limitation or derogation of any of the foregoingforegoing (but subject to the limitations set forth in clause (c) above), any action taken or omitted to be taken by the an Issuer in good faith (and not constituting gross negligence or willful misconductmisconduct as finally determined by a court of competent jurisdiction) shall be binding upon the Borrower, each Obligor relevant Borrower and each such Lender, and shall not put the such Issuer under any resulting liability to the Borrower, any Obligor Borrower or any such Lender, as the case may be.
Appears in 7 contracts
Samples: Credit Agreement (Ingram Micro Inc), Credit Agreement (Ingram Micro Inc), Credit Agreement (Ingram Micro Inc)
Nature of Reimbursement Obligations. The Borrower and, to the extent set forth in Section 2.6.1, each Lender with a Revolving Loan Commitment, shall assume all risks of the acts, omissions omissions, or misuse of any Letter of Credit by the beneficiary thereof. The Neither any Issuer nor any Lender (except to the extent of its own gross negligence or willful wilful misconduct) shall not be responsible for for: (ia) the form, validity, sufficiency, accuracy, genuineness genuineness, or legal effect of any Letter of Credit or any document submitted by any party in connection with the application for and issuance of a Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent fraudulent, or forged, ; (iib) the form, validity, sufficiency, accuracy, genuineness genuineness, or legal effect of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or the proceeds thereof in whole or in part, which may prove to be invalid or ineffective for any reason, ; (iiic) failure of the beneficiary to comply fully with conditions required in order to demand payment under a Letter of Credit, ; (ivd) errors, omissions, interruptions interruptions, or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex telex, facsimile or otherwise, ; or (ve) any loss or delay in the transmission or otherwise of any document or draft required in order to make a Disbursement under a Letter of CreditCredit or of the proceeds thereof. None of the foregoing shall affect, impair impair, or prevent the vesting of any of the rights or powers granted to the any Issuer or any Lender with a Revolving Loan Commitment hereunder. In furtherance and extension extension, and not in limitation or derogation derogation, of any of the foregoing, any action taken or omitted to be taken by the any Issuer in good faith (and not constituting gross negligence or willful misconduct) shall be binding upon the Borrower, each Obligor and each such Lender, Borrower and shall not put the such Issuer under any resulting liability to the Borrower, any Obligor or any such Lender, as the case may be.
Appears in 6 contracts
Samples: Credit Agreement (Markwest Hydrocarbon Inc), Credit Agreement (Markwest Hydrocarbon Inc), Credit Agreement (Markwest Hydrocarbon Inc)
Nature of Reimbursement Obligations. The Borrower and, to the extent set forth in Section 2.6.1, each Lender with a Revolving Loan Commitment, shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. The Issuer (except to the extent of its own gross negligence or willful misconduct) shall not be responsible for for:
(ia) the form, validity, sufficiency, accuracy, genuineness or legal effect of any Letter of Credit or any document submitted by any party in connection with the application for and issuance of a Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged, ;
(iib) the form, validity, sufficiency, accuracy, genuineness or legal effect of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or the proceeds thereof in whole or in part, which may prove to be invalid or ineffective for any reason, ;
(iiic) failure of the beneficiary to comply fully with conditions required in order to demand payment under a Letter of Credit, ;
(ivd) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, or ; or
(ve) any loss or delay in the transmission or otherwise of any document or draft required in order to make a Disbursement under a Letter of Credit. None of the foregoing shall affect, impair or prevent the vesting of any of the rights or powers granted to the Issuer or any Lender with a Revolving Loan Commitment hereunder. In furtherance and extension and not in limitation or derogation of any of the foregoing, any action taken or omitted to be taken by the Issuer in good faith (and not constituting gross negligence or willful misconduct) shall be binding upon the Borrower, each Obligor and each such Lender, and shall not put the Issuer under any resulting liability to the Borrower, any Obligor or any such Lender, as the case may be.
Appears in 5 contracts
Samples: Amendment Agreement (Weight Watchers International Inc), Credit Agreement (Weight Watchers International Inc), Credit Agreement (Weight Watchers International Inc)
Nature of Reimbursement Obligations. The Borrower Borrower, each other Obligor and, to the extent set forth in Section 2.6.1, each Lender with a Revolving Loan Commitment, Lender shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. The No Issuer (except to the extent of its own gross negligence negligence, bad faith or willful misconduct) shall not be responsible for for:
(ia) the form, validity, sufficiency, accuracy, genuineness or legal effect of any Letter of Credit or any document submitted by any party in connection with the application for and issuance of a Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged, ;
(iib) the form, validity, sufficiency, accuracy, genuineness or legal effect of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or the proceeds thereof in whole or in part, which may prove to be invalid or ineffective for any reason, ;
(iiic) failure of the beneficiary to comply fully with conditions required in order to demand payment under a Letter of Credit, ;
(ivd) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, otherwise or errors in interpretation of technical terms or any consequence arising from causes beyond the control of such Issuer; or
(ve) any loss or delay in the transmission or otherwise of any document or draft required in order to make a Disbursement under a Letter of Credit. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that with respect to documents presented which appear on their face to be in substantial compliance with the terms of a Letter of Credit, an Issuer may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit. None of the foregoing shall affect, impair or prevent the vesting of any of the rights or powers granted to the any Issuer or any Lender with a Revolving Loan Commitment Lender hereunder. In furtherance and extension and not in limitation or derogation of any of the foregoing, any action taken or omitted to be taken by the an Issuer in good faith (and not constituting gross negligence or willful misconduct) shall be binding upon the Borrower, each Obligor and each such LenderSecured Party, and shall not put the such Issuer under any resulting liability to the Borrower, any Obligor or any such LenderSecured Party, as the case may be.
Appears in 5 contracts
Samples: Credit Agreement (Hanesbrands Inc.), Credit Agreement (Hanesbrands Inc.), Credit Agreement (Hanesbrands Inc.)
Nature of Reimbursement Obligations. The Borrower and, to the extent set forth in Section 2.6.1, each Lender with a Revolving Loan Commitment, shall assume assumes all risks of the acts, omissions omissions, or misuse of any Letter of Credit by the beneficiary thereofany Person to whom a Letter of Credit is issued. The Issuer Lender (except to the extent of its own gross negligence or willful misconduct) shall will not be responsible for for: (ia) the form, validity, sufficiency, accuracy, genuineness or legal effect of any the Letter of Credit or any document submitted by any party in connection with the application for and issuance of a any Letter of Credit, even if it such document should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged, ; (iib) the form, validity, sufficiency, accuracy, genuineness or legal effect of any instrument transferring or assigning or purporting to transfer or assign a any Letter of Credit or the rights or benefits thereunder or the proceeds thereof in whole or in part, which may prove to be invalid or ineffective for any reason, ; (iiic) failure of the beneficiary any Person to comply fully with the conditions required in order to demand payment under a the Letter of Credit, ; (ivd) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, ; or (ve) any loss or delay in the transmission or otherwise of any document or draft required by or from any Person in order to make a Disbursement disbursement under a the Letter of CreditCredit or the proceeds thereof. None of the foregoing shall will affect, impair or prevent the vesting of any of the rights or powers granted to the Issuer or any Lender with a Revolving Loan Commitment hereunderLender. In furtherance and extension and not in limitation or derogation of any of the foregoing, any action act taken or omitted to be taken by the Issuer Lender in good faith (and not constituting gross negligence or willful misconduct) shall will be binding upon the Borrower, each Obligor on Borrower and each such Lender, and shall will not put the Issuer Lender under any resulting liability to the Borrower, any Obligor or any such Lender, as the case may be.
Appears in 4 contracts
Samples: Revolving Line of Credit Loan Agreement, Revolving Line of Credit Loan Agreement (TRI Pointe Homes, Inc.), Revolving Line of Credit Loan Agreement (William Lyon Homes)
Nature of Reimbursement Obligations. The Borrower Borrowers, each other Obligor and, to the extent set forth in Section 2.6.1, each Lender with a Revolving Loan Commitment, Lender and Synthetic Lender shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. The No Issuer (except to the extent of its own gross negligence or willful misconduct) shall not be responsible for for:
(ia) the form, validity, sufficiency, accuracy, genuineness or legal effect of any Letter of Credit or any document submitted by any party in connection with the application for and issuance of a Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged, ;
(iib) the form, validity, sufficiency, accuracy, genuineness or legal effect of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or the proceeds thereof in whole or in part, which may prove to be invalid or ineffective for any reason, ;
(iiic) failure of the beneficiary to comply fully with conditions required in order to demand payment under a Letter of Credit, ;
(ivd) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, or ; or
(ve) any loss or delay in the transmission or otherwise of any document or draft required in order to make a Disbursement under a Letter of Credit. None of the foregoing shall affect, impair or prevent the vesting of any of the rights or powers granted to the any Issuer or any Lender with a Revolving Loan Commitment hereunder. In furtherance and extension and not in limitation or derogation of any of the foregoing, any action taken or omitted to be taken by the an Issuer in good faith (and not constituting gross negligence or willful misconduct) shall be binding upon the Borrower, each Obligor and each such LenderSecured Party, and shall not put the such Issuer under any resulting liability to the Borrower, any Obligor or any such LenderSecured Party, as the case may be.
Appears in 4 contracts
Samples: Credit Agreement (Swift Holdings Corp.), Credit Agreement (Swift Holdings Corp.), Credit Agreement (Swift Transportation Co Inc)
Nature of Reimbursement Obligations. The Borrower WWI and, to the extent set forth in Section 2.6.1, each Lender with a Revolving Loan Commitment, shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. The Issuer (except to the extent of its own gross negligence or willful misconduct) shall not be responsible for for:
(ia) the form, validity, sufficiency, accuracy, genuineness or legal effect of any Letter of Credit or any document submitted by any party in connection with the application for and issuance of a Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged, ;
(iib) the form, validity, sufficiency, accuracy, genuineness or legal effect of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or the proceeds thereof in whole or in part, which may prove to be invalid or ineffective for any reason, ;
(iiic) failure of the beneficiary to comply fully with conditions required in order to demand payment under a Letter of Credit, ;
(ivd) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, or ; or
(ve) any loss or delay in the transmission or otherwise of any document or draft required in order to make a Disbursement under a Letter of Credit. None of the foregoing shall affect, impair or prevent the vesting of any of the rights or powers granted to the Issuer or any Lender with a Revolving Loan Commitment hereunder. In furtherance and extension and not in limitation or derogation of any of the foregoing, any action taken or omitted to be taken by the Issuer in good faith (and not constituting gross negligence or willful misconduct) shall be binding upon the BorrowerWWI, each Obligor and each such Lender, and shall not put the Issuer under any resulting liability to the BorrowerWWI, any Obligor or any such Lender, as the case may be.
Appears in 3 contracts
Samples: Amendment No. 5 (Weight Watchers International Inc), Amendment No. 4 (Weight Watchers International Inc), Credit Agreement (Weight Watchers International Inc)
Nature of Reimbursement Obligations. The Borrower Borrower, each other Obligor and, to the extent set forth in Section 2.6.1, each Lender with a Revolving Loan Commitment, Lender shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. The No Issuer (except to the extent of its own gross negligence or willful misconduct) shall not be responsible for for:
(ia) the form, validity, sufficiency, accuracy, genuineness or legal effect of any Letter of Credit or any document submitted by any party in connection with the application for and issuance of a Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged, ;
(iib) the form, validity, sufficiency, accuracy, genuineness or legal effect of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or the proceeds thereof in whole or in part, which may prove to be invalid or ineffective for any reason, ;
(iiic) failure of the beneficiary to comply fully with conditions required in order to demand payment under a Letter of Credit, ;
(ivd) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, or ; or
(ve) any loss or delay in the transmission or otherwise of any document or draft required in order to make a Disbursement under a Letter of Credit. None of the foregoing shall affect, impair or prevent the vesting of any of the rights or powers granted to the any Issuer or any Lender with a Revolving Loan Commitment Lender hereunder. In furtherance and extension and not in limitation or derogation of any of the foregoing, any action taken or omitted to be taken by the an Issuer in good faith (and not constituting gross negligence or willful misconduct) shall be binding upon the Borrower, each Obligor and each such Revolving Loan Lender, and shall not put the such Issuer under any resulting liability to the Borrower, any Obligor or any such Revolving Loan Lender, as the case may be.
Appears in 3 contracts
Samples: Credit Agreement (Southern Bottled Water Co Inc), Credit Agreement (Reddy Ice Holdings Inc), Credit Agreement (Reddy Ice Holdings Inc)
Nature of Reimbursement Obligations. The Borrower and, to the extent set forth in Section 2.6.1, and each Lender with a Revolving Loan Commitment, other Obligor shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. The Issuer Neither the Lender nor any other issuer of the Letter of Credit (except to the extent of its own gross negligence or willful misconduct) shall not be responsible for for:
(i) the form, validity, sufficiency, accuracy, genuineness or legal effect of any Letter of Credit or any document submitted by any party in connection with the application for and issuance of a Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged, ;
(ii) the form, validity, sufficiency, accuracy, genuineness or legal effect of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or the proceeds thereof in whole or in part, which may prove to be invalid or ineffective for any reason, ;
(iii) failure of the beneficiary to comply fully with conditions required in order to demand payment under a Letter of Credit, ;
(iv) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, or ; or
(v) any loss or delay in the transmission or otherwise of any document or draft required in order to make a Disbursement under a Letter of Credit. None of the foregoing shall affect, impair or prevent the vesting of any of the rights or powers granted to the Issuer or any Lender with a Revolving Loan Commitment hereunder. In furtherance and extension and not in limitation or derogation of any of the foregoing, any action taken or omitted to be taken by the Issuer Lender in good faith (and not constituting gross negligence or willful misconduct) shall be binding upon the Borrower, each Obligor and each such LenderObligor, and shall not put the Issuer Lender under any resulting liability to the Borrower, any Obligor or any such Lender, as the case may beObligor.
Appears in 3 contracts
Samples: Senior Secured Credit Agreement (Titan Corp), Senior Secured Credit Agreement (Surebeam Corp), Senior Secured Credit Agreement (Surebeam Corp)
Nature of Reimbursement Obligations. The Each Borrower and, to the extent set forth in Section 2.6.1, each Lender with a Revolving Loan Commitment, shall assume all risks of the acts, omissions omissions, or misuse of any Letter of Credit requested by it by the beneficiary thereof. The Neither the Issuer (except to the extent of its own gross negligence or willful misconduct) nor any Lender shall not be responsible for for:
(ia) the form, validity, sufficiency, accuracy, genuineness genuineness, or legal effect of any Letter of Credit or any document submitted by any party in connection with the application for and issuance of a Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent fraudulent, or forged, ;
(iib) the form, validity, sufficiency, accuracy, genuineness genuineness, or legal effect of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or the proceeds thereof in whole or in part, which may prove to be invalid or ineffective for any reason, ;
(iiic) failure of the beneficiary to comply fully with conditions required in order to demand payment under a Letter of Credit, ;
(ivd) errors, omissions, interruptions interruptions, or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex telex, or otherwise, or ; or
(ve) any loss or delay in the transmission or otherwise of any document or draft required in order to make a Disbursement disbursement under a Letter of CreditCredit or of the proceeds thereof. None of the foregoing shall affect, impair impair, or prevent the vesting of any of the rights or powers granted to the Issuer or any Lender with a Revolving Loan Commitment hereunder. In furtherance and extension extension, and not in limitation or derogation derogation, of any of the foregoing, any action taken or omitted to be taken by the Issuer in good faith (and not constituting shall be binding upon each Borrower and, in the absence of gross negligence or willful misconduct) shall be binding upon the Borrowermisconduct as determined by a final judgment of a court of competent jurisdiction, each Obligor and each such Lender, and shall not put the Issuer under any resulting liability to the such Borrower, any Obligor or any such Lender, as the case may be.
Appears in 3 contracts
Samples: Credit Agreement (Dollar Thrifty Automotive Group Inc), Credit Agreement (Dollar Thrifty Automotive Group Inc), Amendment Agreement (Dollar Thrifty Automotive Group Inc)
Nature of Reimbursement Obligations. The Borrower Borrower, each other Obligor and, to the extent set forth in Section 2.6.12.11(b), each Lender with a Revolving Loan Commitment, Lender shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. The No Issuer (except to the extent of its own gross negligence or willful misconduct) shall not be responsible for for:
(i) the form, validity, sufficiency, accuracy, genuineness or legal effect of any Letter of Credit or any document submitted by any party in connection with the application for and issuance of a Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged, ;
(ii) the form, validity, sufficiency, accuracy, genuineness or legal effect of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or the proceeds thereof in whole or in part, which may prove to be invalid or ineffective for any reason, ;
(iii) failure of the beneficiary to comply fully with conditions required in order to demand payment under a Letter of Credit, ;
(iv) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, or ; or
(v) any loss or delay in the transmission or otherwise of any document or draft required in order to make a Disbursement under a Letter of Credit. None of the foregoing shall affect, impair or prevent the vesting of any of the rights or powers granted to the any Issuer or any Lender with a Revolving Loan Commitment Lender hereunder. In furtherance and extension and not in limitation or derogation of any of the foregoing, any action taken or omitted to be taken by the an Issuer in good faith (and not constituting gross negligence or willful misconduct) shall be binding upon the Borrower, each Obligor and each such LenderSecured Party, and shall not put the such Issuer under any resulting liability to the Borrower, any Obligor or any such LenderSecured Party, as the case may be.
Appears in 3 contracts
Samples: Senior Secured Credit Agreement (Titan Corp), Senior Secured Credit Agreement (Titan Corp), Senior Secured Credit Agreement (Titan Corp)
Nature of Reimbursement Obligations. The Borrower and, to the extent set forth in Section 2.6.1, each Lender with a Revolving Loan Commitment, shall assume all risks of the acts, omissions omissions, or misuse of any Letter of Credit by the beneficiary thereof. The Neither any Issuer nor any Lender (except to the extent of its own gross negligence or willful misconduct) shall not be responsible for for: (i) the form, validity, sufficiency, accuracy, genuineness genuineness, or legal effect of any Letter of Credit or any document submitted by any party in connection with the application for and issuance of a Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent fraudulent, or forged, ; (ii) the form, validity, sufficiency, accuracy, genuineness genuineness, or legal effect of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or the proceeds thereof in whole or in part, which may prove to be invalid or ineffective for any reason, ; (iii) failure of the beneficiary to comply fully with conditions required in order to demand payment under a Letter of Credit, ; (iv) errors, omissions, interruptions interruptions, or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex telex, facsimile or otherwise, or ; (v) any loss or delay in the transmission or otherwise of any document or draft required in order to make a Disbursement under a Letter of Credit or of the proceeds thereof; (vi) any change in the time, manner or place of payment of, or in any other term of, all or any of the obligations of the Borrower in respect of any Letter of Credit; (vii) the existence of any claim, set-off, defense or other right that the Borrower may have at any time against any beneficiary or any transferee of any Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), the Issuer (if other than a Lender or its Affiliates) or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by the Letter of Credit or any unrelated transaction; (viii) any payment by an Issuer under any Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of any Letter of Credit; or any payment made by an Issuer under any Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of any Letter of Credit, including any arising in connection with any insolvency proceeding; or (ix) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Borrower or a guarantor. None of the foregoing shall affect, impair impair, or prevent the vesting of any of the rights or powers granted to the any Issuer or any Lender with a Revolving Loan Commitment hereunder. In furtherance and extension extension, and not in limitation or derogation derogation, of any of the foregoing, any action taken or omitted to be taken by the any Issuer in good faith (and not constituting gross negligence or willful misconduct) shall be binding upon the Borrower, each Obligor and each such Lender, Borrower and shall not put the such Issuer under any resulting liability to the Borrower, any Obligor or any such Lender, as the case may be.
Appears in 3 contracts
Samples: Credit Agreement (W&t Offshore Inc), Credit Agreement (W&t Offshore Inc), Credit Agreement (W&t Offshore Inc)
Nature of Reimbursement Obligations. The Borrower Parent Borrower, each other Obligor and, to the extent set forth in Section 2.6.1, each Lender with a Revolving Loan Commitment, Lender shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. The No Issuer (except to the extent of its own gross negligence negligence, bad faith or willful misconduct) shall not be responsible for for:
(ia) the form, validity, sufficiency, accuracy, genuineness or legal effect of any Letter of Credit or any document submitted by any party in connection with the application for and issuance of a Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged, ;
(iib) the form, validity, sufficiency, accuracy, genuineness or legal effect of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or the proceeds thereof in whole or in part, which may prove to be invalid or ineffective for any reason, ;
(iiic) failure of the beneficiary to comply fully with conditions required in order to demand payment under a Letter of Credit, ;
(ivd) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, otherwise or errors in interpretation of technical terms or any consequence arising from causes beyond the control of such Issuer; or
(ve) any loss or delay in the transmission or otherwise of any document or draft required in order to make a Disbursement under a Letter of Credit. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that with respect to documents presented which appear on their face to be in substantial compliance with the terms of a Letter of Credit, an Issuer may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit. None of the foregoing shall affect, impair or prevent the vesting of any of the rights or powers granted to the any Issuer or any Lender with a Revolving Loan Commitment Lender hereunder. In furtherance and extension and not in limitation or derogation of any of the foregoing, any action taken or omitted to be taken by the an Issuer in good faith (and not constituting gross negligence or willful misconduct) shall be binding upon the Borrower, each Obligor and each such LenderSecured Party, and shall not put the such Issuer under any resulting liability to the Borrower, any Obligor or any such LenderSecured Party, as the case may be.
Appears in 2 contracts
Samples: Credit Agreement (Hanesbrands Inc.), Credit Agreement (Hanesbrands Inc.)
Nature of Reimbursement Obligations. The Each Borrower and, to the extent set forth in Section 2.6.1, each Lender with a Revolving Loan Commitment, shall assume all risks of the acts, omissions or misuse of any Letter of Credit issued for the account of such Borrower by the beneficiary thereof. The None of the Administrative Agent, any Issuer or any Lender (except to the extent of its own gross negligence or willful misconduct) shall not be responsible for for: (ia) the form, validity, sufficiency, accuracy, genuineness or legal effect of any Letter of Credit or any document submitted by any party in connection with the application for and issuance of a Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged, ; (iib) the form, validity, sufficiency, accuracy, genuineness or legal effect of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or the proceeds thereof in whole or in part, which may prove to be invalid or ineffective for any reason, ; (iiic) failure of the beneficiary to comply fully with conditions required in order to demand payment under a Letter of Credit, ; (ivd) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex facsimile or otherwise, ; or (ve) any loss or delay in the transmission or otherwise of any document or draft required in order to make a Disbursement under a Letter of CreditCredit or of the proceeds thereof. None of the foregoing shall affect, impair or prevent the vesting of any of the rights or powers granted to the Administrative Agent any Issuer or any Lender with a Revolving Loan Commitment hereunder. In furtherance and extension extension, and not in limitation or derogation of any derogation, of the foregoing, any action taken or omitted to be taken by the any Issuer in good faith (and not constituting gross negligence or willful misconduct) shall be binding upon the Borrower, each Obligor and each such Lender, Borrowers and shall not put the such Issuer under any resulting liability to the Borrower, any Obligor or any such Lender, as the case may beBorrowers.
Appears in 2 contracts
Samples: Credit Agreement (Triton International LTD), Credit Agreement (Triton International LTD)
Nature of Reimbursement Obligations. The Borrower Borrowers, each other Obligor and, to the extent set forth in Section 2.6.12.7.1, each Lender with a Revolving Loan Commitment, Lender shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. The No Issuer (except to the extent of its own gross negligence or willful misconduct) shall not be responsible for for:
(ia) the form, validity, sufficiency, accuracy, genuineness or legal effect of any Letter of Credit or any document submitted by any party in connection with the application for and issuance of a Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged, ;
(iib) the form, validity, sufficiency, accuracy, genuineness or legal effect of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or the proceeds thereof in whole or in part, which may prove to be invalid or ineffective for any reason, ;
(iiic) failure of the beneficiary to comply fully with conditions required in order to demand payment under a Letter of Credit, ;
(ivd) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, or ; or
(ve) any loss or delay in the transmission or otherwise of any document or draft required in order to make a Disbursement under a Letter of Credit. None of the foregoing shall affect, impair or prevent the vesting of any of the rights or powers granted to the any Issuer or any Lender with a Revolving Loan Commitment Lender hereunder. In furtherance and extension and not in limitation or derogation of any of the foregoing, any action taken or omitted to be taken by the an Issuer in good faith (and not constituting gross negligence or willful misconduct) shall be binding upon the Borrower, each Obligor and each such LenderSecured Party, and shall not put the such Issuer under any resulting liability to the Borrower, any Obligor or any such LenderSecured Party, as the case may be.
Appears in 2 contracts
Samples: Credit Agreement (Ferro Corp), Credit Agreement (Ferro Corp)
Nature of Reimbursement Obligations. The Borrower Borrower, each other Obligor and, to the extent set forth in Section 2.6.1, each Lender with a Revolving Loan CommitmentLender and Synthetic Lender, shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. The No Issuer (except to the extent of its own gross negligence or willful misconduct) shall not be responsible for for:
(ia) the form, validity, sufficiency, accuracy, genuineness or legal effect of any Letter of Credit or any document submitted by any party in connection with the application for and issuance of a Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged, ;
(iib) the form, validity, sufficiency, accuracy, genuineness or legal effect of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or the proceeds thereof in whole or in part, which may prove to be invalid or ineffective for any reason, ;
(iiic) failure of the beneficiary to comply fully with conditions required in order to demand payment under a Letter of Credit, ;
(ivd) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, or ; or
(ve) any loss or delay in the transmission or otherwise of any document or draft required in order to make a Disbursement under a Letter of Credit. None of the foregoing shall affect, impair or prevent the vesting of any of the rights or powers granted to the any Issuer or any Lender with a Revolving Loan Commitment hereunder. In furtherance and extension and not in limitation or derogation of any of the foregoing, any action taken or omitted to be taken by the an Issuer in good faith (and not constituting gross negligence or willful misconduct) shall be binding upon the Borrower, each Obligor and each such LenderSecured Party, and shall not put the such Issuer under any resulting liability to the Borrower, any Obligor or any such LenderSecured Party, as the case may be.
Appears in 2 contracts
Samples: Credit Agreement (Champion Enterprises Inc), Credit Agreement (Champion Enterprises Inc)
Nature of Reimbursement Obligations. The Borrower Borrower, each other Obligor and, to the extent set forth in Section 2.6.1, each Lender with a Revolving Loan Commitment, Lender shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. The No Issuer (except to the extent of its own gross negligence negligence, willful misconduct or willful misconductbad faith) shall not be responsible for for:
(ia) the form, validity, sufficiency, accuracy, genuineness or legal effect of any Letter of Credit or any document Issuer Document submitted by any party in connection with the application for and issuance of a Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged, ;
(iib) the form, validity, sufficiency, accuracy, genuineness or legal effect of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or the proceeds thereof in whole or in part, which may prove to be invalid or ineffective for any reason, ;
(iiic) failure of the beneficiary to comply fully with conditions required in order to demand payment under a Letter of Credit, ;
(ivd) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, or ; or
(ve) any loss or delay in the transmission or otherwise of any document or draft required in order to make a Disbursement under a Letter of Credit. None of the foregoing shall affect, impair or prevent the vesting of any of the rights or powers granted to the any Issuer or any Lender with a Revolving Loan Commitment Lender hereunder. In furtherance and extension and not in limitation or derogation of any of the foregoing, any action taken or omitted to be taken by the an Issuer in good faith (and not constituting gross negligence or willful misconduct) shall be binding upon the Borrower, each Obligor and each such LenderSecured Party, and shall not put the such Issuer under any resulting liability to the Borrower, any Obligor or any such LenderSecured Party, as the case may be. If any Lender fails to make available to the Administrative Agent for the account of the applicable Issuer any amount required to be paid by such Lender pursuant to the terms of this Agreement by the time specified herein, the Issuer shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Issuer at a rate per annum equal to the applicable Overnight Rate from time to time in effect, plus any administrative, processing or similar fees customarily charged by the Issuer in connection with the foregoing.
Appears in 2 contracts
Samples: Credit Agreement (Kansas City Southern), Credit Agreement (Kansas City Southern De Mexico, S.A. De C.V.)
Nature of Reimbursement Obligations. The Borrower Each Borrower, each other Obligor and, to the extent set forth in Section 2.6.1, each Lender with a Revolving Loan Commitment, shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. The Issuer shall not be (except to the extent of its own gross negligence or willful misconduct) shall not be responsible for for:
(ia) the form, validity, sufficiency, accuracy, genuineness or legal effect of any Letter of Credit or any document submitted by any party in connection with the application for and issuance of a Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged, ;
(iib) the form, validity, sufficiency, accuracy, genuineness or legal effect of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or the proceeds thereof in whole or in part, which may prove to be invalid or ineffective for any reason, ;
(iiic) the failure of the beneficiary of a Letter of Credit to comply fully with conditions required in order to demand payment under a Letter of Credit, ;
(ivd) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, or ; or
(ve) any loss or delay in the transmission or otherwise of any document or draft required in order to make a Disbursement under a Letter of Credit. None of the foregoing shall affect, impair or prevent the vesting of any of the rights or powers granted to the Issuer or any Lender with a Revolving Loan Commitment hereunderLender. In furtherance and extension and not in limitation or derogation of any of the foregoing, any action taken or omitted to be taken by the Issuer in connection with such Letter of Credit in good faith (and not constituting gross negligence or willful misconduct) shall be binding upon the Borrower, each Borrower and each other Obligor and each such Lender, and shall not put the Issuer under any resulting liability to the any Borrower, any Obligor or any such Lender, as the case may be.
Appears in 2 contracts
Samples: Credit Agreement (Kerzner International Employment Services LTD), Credit Agreement (Kerzner International LTD)
Nature of Reimbursement Obligations. The Borrower Borrower, each other Obligor and, to the extent set forth in Section 2.6.1, each Lender with a Revolving Loan Commitment, Lender shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. The No Issuer (except to the extent of its own gross negligence or willful misconduct) shall not be responsible for for:
(ia) the form, validity, sufficiency, accuracy, genuineness or legal effect of any Letter of Credit or any document submitted by any party in connection with the application for and issuance of a Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged, ;
(iib) the form, validity, sufficiency, accuracy, genuineness or legal effect of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or the proceeds thereof in whole or in part, which may prove to be invalid or ineffective for any reason, ;
(iiic) failure of the beneficiary to comply fully with conditions required in order to demand payment under a Letter of Credit, ;
(ivd) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, or ; or
(ve) any loss or delay in the transmission or otherwise of any document or draft required in order to make a Disbursement under a Letter of Credit. None of the foregoing shall affect, impair or prevent the vesting of any of the rights or powers granted to the any Issuer or any Lender with a Revolving Loan Commitment Lender hereunder. In furtherance and extension and not in limitation or derogation of any of the foregoing, any action taken or omitted to be taken by the an Issuer in good faith (and not constituting gross negligence or willful misconduct) shall be binding upon the Borrower, each Obligor and each such LenderSecured Party, and shall not put the such Issuer under any resulting liability to the Borrower, any Obligor or any such LenderSecured Party, as the case may be.
Appears in 2 contracts
Samples: Credit Agreement (Stillwater Mining Co /De/), Credit Agreement (Stillwater Mining Co /De/)
Nature of Reimbursement Obligations. The Borrower Each Borrower, each other Obligor and, to the extent set forth in Section 2.6.1, each Lender with a Revolving Loan Commitment, Lender shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. The No Issuer (except to the extent of its own gross negligence or willful misconduct) shall not be responsible for for:
(ia) the form, validity, sufficiency, accuracy, genuineness or legal effect of any Letter of Credit or any document submitted by any party in connection with the application for and issuance of a Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged, ;
(iib) the form, validity, sufficiency, accuracy, genuineness or legal effect of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or the proceeds thereof in whole or in part, which may prove to be invalid or ineffective for any reason, ;
(iiic) failure of the beneficiary to comply fully with conditions required in order to demand payment under a Letter of Credit, ;
(ivd) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, or ; or
(ve) any loss or delay in the transmission or otherwise of any document or draft required in order to make a Disbursement under a Letter of Credit. None of the foregoing shall affect, impair or prevent the vesting of any of the rights or powers granted to the any Issuer or any Lender with a Revolving Loan Commitment Lender hereunder. In furtherance and extension and not in limitation or derogation of any of the foregoing, any action taken or omitted to be taken by the an Issuer in good faith (and not constituting gross negligence or willful misconduct) shall be binding upon the Borrower, each Obligor and each such LenderSecured Party, and shall not put the such Issuer under any resulting liability to the Borrower, any Obligor or any such LenderSecured Party, as the case may be.
Appears in 2 contracts
Samples: Credit Agreement (Sabre Industries, Inc.), Credit Agreement (Sabre Industries, Inc.)
Nature of Reimbursement Obligations. The Borrower Each Borrower, each other Obligor and, to the extent set forth in Section 2.6.1, each Lender with a Revolving Loan Commitment, Lender shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. The No Issuer (except to the extent of its own gross negligence or willful misconduct) shall not be responsible for for:
(ia) the form, validity, sufficiency, accuracy, genuineness or legal effect of any Letter of Credit or any document submitted by any party in connection with the application for and issuance of a Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged, ;
(iib) the form, validity, sufficiency, accuracy, genuineness or legal effect of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or the proceeds thereof in whole or in part, which may prove to be invalid or ineffective for any reason, ;
(iiic) failure of the beneficiary to comply fully with conditions required in order to demand payment under a Letter of Credit, ;
(ivd) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, or ; or
(ve) any loss or delay in the transmission or otherwise of any document or draft required in order to make a Disbursement under a Letter of Credit. None of the foregoing shall affect, impair or prevent the vesting of any of the rights or powers granted to the any Issuer or any Lender with a Revolving Loan Commitment Lender hereunder. In furtherance and extension and not in limitation or derogation of any of the foregoing, any action taken or omitted to be taken by the an Issuer in good faith (and not constituting gross negligence or willful misconduct) shall be binding upon the Borrower, each Obligor and each such Revolving Loan Lender, and shall not put the such Issuer under any resulting liability to the Borrower, any Obligor or any such Revolving Loan Lender, as the case may be.
Appears in 1 contract
Nature of Reimbursement Obligations. The Borrower and, to the extent set forth in Section 2.6.12.7.2, each Lender with a Revolving Loan Commitment, shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. The No L/C Issuer (except to the extent of its own gross negligence or willful misconduct) shall not be responsible for for, nor shall any of the obligations of the Borrower or any Lender with respect to any Letter of Credit be affected by, any of the following:
(ia) the form, validity, sufficiency, accuracy, genuineness or legal effect of any Loan Document, any Letter of Credit or any document submitted by any party in connection with the application for and issuance of a Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged, ;
(iib) the form, validity, sufficiency, accuracy, genuineness or legal effect of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or the proceeds thereof thereof, in whole or in part, which may prove to be invalid or ineffective for any reason, ;
(iiic) the failure of the beneficiary to comply fully with conditions required in order to demand payment under a Letter of Credit, ;
(ivd) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraphtelecopier, telex or otherwise, or ;
(ve) any loss or delay in the transmission or otherwise of any document or draft required in order order;
(f) any other act or omission to make act or delay of any kind of the L/C Issuers, the Lenders, the Administrative Agent or any other Person or any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section, constitute a Disbursement under a Letter legal or equitable discharge of Creditthe Borrower’s obligations hereunder; or
(g) the existence of any Default or Event of Default, or the termination of the Commitments. None of the foregoing shall affect, impair or prevent the vesting of any of the rights or powers granted to the Issuer L/C Issuers, the Administrative Agent or any Lender with a Revolving Loan Commitment hereunder. In furtherance and extension and not in limitation or derogation of any of the foregoing, neither the Administrative Agent nor any action taken L/C Issuer or omitted Lender shall have any liability or responsibility by reason of, or in connection with, the form, validity issuance, transfer, payment, nonpayment or any other transaction related to be taken any Letter of Credit, provided the foregoing shall not excuse any L/C Issuer from liability to the Borrower or the Lenders to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Issuer Borrower and the Lenders to the extent permitted by applicable Law) suffered by the Borrower, the Administrative Agent or the Lenders that are caused by such L/C Issuer’s failure to exercise reasonable care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in good faith (and not constituting the absence of gross negligence or willful misconduct) misconduct on the part of any L/C Issuer (as finally determined by a court of competent jurisdiction), such L/C Issuer shall be binding upon deemed to have exercised reasonable care in each such determination. Without limiting the Borrowerforegoing, the parties agree that, with respect to documents presented which appear on their face to be in compliance with the terms of a Letter of Credit, each Obligor L/C Issuer may, in its sole discretion, either accept and each make payment upon such Lenderdocuments without responsibility for further investigation, and shall not put the Issuer under regardless of any resulting liability notice or information to the Borrowercontrary, any Obligor or any refuse to accept and make payment upon such Lender, as documents if such documents are not in strict compliance with the case may beterms of such Letter of Credit.
Appears in 1 contract
Samples: Credit Agreement (GrubHub Inc.)
Nature of Reimbursement Obligations. The Borrower Each Borrower, each other Obligor and, to the extent set forth in Section 2.6.1, each Lender with a Revolving Loan Commitment, Lender shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. The No Issuer (except to the extent of its own gross negligence or willful wilful misconduct) shall not be responsible for for:
(ia) the form, validity, sufficiency, accuracy, genuineness or legal effect of any Letter of Credit or any document submitted by any party in connection with the application for and issuance of a Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged, ;
(iib) the form, validity, sufficiency, accuracy, genuineness or legal effect of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or the proceeds thereof in whole or in part, which may prove to be invalid or ineffective for any reason, ;
(iiic) failure of the beneficiary to comply fully with conditions required in order to demand payment under a Letter of Credit, ;
(ivd) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, telecopier, cable, telegraph, telex or otherwise, or ; or
(ve) any loss or delay in the transmission or otherwise of any document or draft required in order to make a Disbursement under a Letter of Credit. None of the foregoing shall affect, impair or prevent the vesting of any of the rights or powers granted to the any Issuer or any Lender with a Revolving Loan Commitment Lender hereunder. In furtherance and extension and not in limitation or derogation of any of the foregoing, any action taken or omitted to be taken by the an Issuer in good faith (and not constituting gross negligence or willful misconduct) shall be binding upon the Borrower, each Obligor and each such LenderSecured Party, and shall not put the such Issuer under any resulting liability to the Borrower, any Obligor or any such LenderSecured Party, as the case may be. Notwithstanding the foregoing, the Lenders (other than the applicable Issuer in its capacity as such) shall not be liable for any obligation resulting from the gross negligence or willful misconduct (as determined by a court of competent jurisdiction) of the applicable Issuer with respect to any Letter of Credit.
Appears in 1 contract
Samples: Credit Agreement (WRC Media Inc)
Nature of Reimbursement Obligations. The Borrower andIn examining documents presented in connection with drawings under Letters of Credit and making payments under Letters of Credit against such documents, the Administrative Agent shall only be required to use the extent set forth same standard of care as it uses in Section 2.6.1, each Lender connection with a Revolving Loan Commitment, shall assume all risks examining documents presented in connection with drawings under letters of credit in which it has not sold participations and making payments under such letters of credit. Neither the Administrative Agent nor any of the actsRevolving Lenders shall be responsible for, and the Borrower’s obligations in respect of the Letters of Credit shall not be affected in any manner by, any acts or omissions of, or misuse of any Letter the Letters of Credit by by, the beneficiary thereofrespective beneficiaries of such Letters of Credit. The Issuer (In furtherance and not in limitation of the foregoing, neither the Administrative Agent nor any of the Revolving Lenders shall be responsible for, and the Borrower’s obligations in respect of the Letters of Credit shall not be affected in any manner by, any of the following except to the extent of its own resulting from the gross negligence or willful misconduct) shall not be responsible for misconduct of the Administrative Agent or a Revolving Lender, as applicable, as determined by a court of competent jurisdiction in a final, non-appealable judgment: (i) the form, validity, sufficiency, accuracy, genuineness or legal effect effects of any Letter of Credit or any document submitted by any party in connection with the application for and issuance of a or any drawing honored under any Letter of Credit, Credit even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged, ; (ii) the form, validity, sufficiency, accuracy, genuineness validity or legal effect sufficiency of any instrument transferring or assigning or purporting to transfer or assign a any Letter of Credit Credit, or the rights or benefits thereunder or the proceeds thereof thereof, in whole or in part, which may prove to be invalid or ineffective for any reason, (iii) failure of the beneficiary to comply fully with conditions required in order to demand payment under a Letter of Credit, (iv) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, or (v) any loss or delay in the transmission or otherwise of any document or draft required in order to make a Disbursement under a Letter of Credit. None of the foregoing shall affect, impair or prevent the vesting of any of the rights or powers granted to the Issuer or any Lender with a Revolving Loan Commitment hereunder. In furtherance and extension and not in limitation or derogation of any of the foregoing, any action taken or omitted to be taken by the Issuer in good faith (and not constituting gross negligence or willful misconduct) shall be binding upon the Borrower, each Obligor and each such Lender, and shall not put the Issuer under any resulting liability to the Borrower, any Obligor or any such Lender, as the case may be.;
Appears in 1 contract
Samples: Credit Agreement (National Storage Affiliates Trust)
Nature of Reimbursement Obligations. The Each Borrower and, to the extent set forth in Section 2.6.1, each Lender with a Revolving Loan Commitment, shall assume all risks of the acts, omissions or misuse of any Letter of Credit issued for the account of such Borrower by the beneficiary thereof. The None of the Administrative Agent, any Issuer or any Lender (except to the extent of its own gross negligence or willful misconduct) shall not be responsible for for:
(ia) the form, validity, sufficiency, accuracy, genuineness or legal effect of any Letter of Credit or any document submitted by any party in connection with the application for and issuance of a Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged, ; (iib) the form, validity, sufficiency, accuracy, genuineness or legal effect of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or the proceeds thereof in whole or in part, which may prove to be invalid or ineffective for any reason, ; (iiic) failure of the beneficiary to comply fully with conditions required in order to demand payment under a Letter of Credit, ; (ivd) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex facsimile or otherwise, ; or (ve) any loss or delay in the transmission or otherwise of any document or draft required in order to make a Disbursement under a Letter of CreditCredit or of the proceeds thereof. None of the foregoing shall affect, impair or prevent the vesting of any of the rights or powers granted to the Administrative Agent any Issuer or any Lender with a Revolving Loan Commitment hereunder. In furtherance and extension extension, and not in limitation or derogation of any derogation, of the foregoing, any action taken or omitted to be taken by the any Issuer in good faith (and not constituting gross negligence or willful misconduct) shall be binding upon the Borrower, each Obligor and each such Lender, Borrowers and shall not put the such Issuer under any resulting liability to the Borrower, any Obligor or any such Lender, as the case may beBorrowers.
Appears in 1 contract
Nature of Reimbursement Obligations. The Borrower and, to the extent set forth in Section 2.6.1, each Lender with a Revolving Loan Commitment, shall assume all risks of the acts, omissions omissions, or misuse of any Revolving Loan Letter of Credit by the beneficiary thereof. The Issuer Neither any Issuer, the Agent nor any Lender (except to the extent of its own gross negligence or willful misconduct) shall not be responsible for for: (i) the form, validity, sufficiency, accuracy, genuineness genuineness, or legal effect of any Revolving Loan Letter of Credit or any document submitted by any party in connection with the application for and issuance of a Revolving Loan Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent fraudulent, or forgedforged (if, in the applicable Issuer's reasonable judgment, the documents presented for payment are sufficient on their face and the Disbursement thereof is otherwise determined in good faith by such Issuer to be appropriate); (ii) the form, validity, sufficiencysufficiency (other than on its face), accuracy, genuineness genuineness, or legal effect of any instrument transferring or assigning or purporting to transfer or assign a Revolving Loan Letter of Credit or the rights or benefits thereunder or the proceeds thereof in whole or in part, which may prove to be invalid or ineffective for any reason, ; (iii) failure of the beneficiary to comply fully with conditions required in order to demand payment under a Revolving Loan Letter of Credit, ; (iv) errors, omissions, interruptions interruptions, or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex telex, facsimile or otherwise, ; or (v) any loss or delay in the transmission or otherwise of any document or draft required in order to make a Disbursement under a Revolving Loan Letter of CreditCredit or of the proceeds thereof. None of the foregoing shall affect, impair impair, or prevent the vesting of any of the rights or powers granted to the any Issuer or any Lender with a Revolving Loan Commitment hereunder. In furtherance and extension extension, and not in limitation or derogation derogation, of (and except as expressly provided in) any of the foregoing, absent gross negligence, any action taken or omitted to be taken by the any Issuer in good faith (and not constituting gross negligence or willful misconduct) shall be binding upon the Borrower, each Obligor and each such Lender, Borrower and shall not put the such Issuer under any resulting liability to the Borrower, any Obligor or any such Lender, as the case may be.
Appears in 1 contract
Samples: Credit Agreement (KCS Energy Inc)
Nature of Reimbursement Obligations. The Borrower Borrower, each other Obligor and, to the extent set forth in Section 2.6.1, each Lender with a Revolving Loan Commitment, shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. The No Issuer (except to the extent of its own gross negligence or willful misconductwilful misconduct or to the extent such Disbursement was otherwise wrongful under the UCC) shall not be responsible for (i) the form, validity, sufficiency, accuracy, genuineness or legal effect of any Letter of Credit or any document submitted by any party in connection with the application for and issuance of a Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged, (ii) the form, validity, sufficiency, accuracy, genuineness or legal effect of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or the proceeds thereof in whole or in part, which may prove to be invalid or ineffective for any reason, (iii) failure of the beneficiary to comply fully with conditions required in order to demand payment under a Letter of Credit, (iv) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, or (v) any loss or delay in the transmission or otherwise of any document or draft required in order to make a Disbursement under a Letter of Credit. None of the foregoing shall affect, impair or prevent the vesting of any of the rights or powers granted to the any Issuer or any Lender with a Revolving Loan Commitment hereunder. In furtherance and extension and not in limitation or derogation of any of the foregoing, any action taken or omitted to be taken by the an Issuer in good faith (and not constituting gross negligence or willful misconductmisconduct or to the extent such Disbursement was otherwise wrongful under the UCC) shall be binding upon the Borrower, each Obligor and each such LenderSecured Party, and shall not put the such Issuer under any resulting liability to the Borrower, any Obligor or any such LenderSecured Party, as the case may be.
Appears in 1 contract
Samples: Credit Agreement (Medaphis Corp)
Nature of Reimbursement Obligations. The Borrower Borrower, each other Obligor and, to the extent set forth in Section 2.6.1SECTION 2.11(b), each Lender with a Revolving Loan Commitment, Lender shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. The No Issuer (except to the extent of its own gross negligence or willful wilful misconduct) shall not be responsible for for:
(i) the form, validity, sufficiency, accuracy, genuineness or legal effect of any Letter of Credit or any document submitted by any party in connection with the application for and issuance of a Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged, ;
(ii) the form, validity, sufficiency, accuracy, genuineness or legal effect of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or the proceeds thereof in whole or in part, which may prove to be invalid or ineffective for any reason, ;
(iii) failure of the beneficiary to comply fully with conditions required in order to demand payment under a Letter of Credit, ;
(iv) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, or ; or
(v) any loss or delay in the transmission or otherwise of any document or draft required in order to make a Disbursement under a Letter of Credit. None of the foregoing shall affect, impair or prevent the vesting of any of the rights or powers granted to the any Issuer or any Lender with a Revolving Loan Commitment Lender hereunder. In furtherance and extension and not in limitation or derogation of any of the foregoing, any action taken or omitted to be taken by the an Issuer in good faith (and not constituting gross negligence or willful misconduct) shall be binding upon the Borrower, each Obligor and each such LenderSecured Party, and shall not put the such Issuer under any resulting liability to the Borrower, any Obligor or any such LenderSecured Party, as the case may be.
Appears in 1 contract
Nature of Reimbursement Obligations. The Borrower and, to the extent set forth in Section 2.6.1, each Lender with a Revolving Loan Commitment, shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. The Issuer (except to the extent of its own gross negligence or willful misconduct) shall not be responsible for (ia) the form, validity, sufficiency, accuracy, genuineness or legal effect of any Letter of Credit or any document submitted by any party in connection with the application for and issuance of a Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged, (iib) the form, validity, sufficiency, accuracy, genuineness or legal effect of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or the proceeds thereof in whole or in part, which may prove to be invalid or ineffective for any reason, (iiic) failure of the beneficiary to comply fully with conditions required in order to demand payment under a Letter of Credit, (ivd) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, or (ve) any loss or delay in the transmission or otherwise of any document or draft required in order to make a Disbursement under a Letter of Credit. None of the foregoing shall affect, impair or prevent the vesting of any of the rights or powers granted to the Issuer or any Lender with a Revolving Loan Commitment hereunder. In furtherance and extension and not in limitation or derogation of any of the foregoing, any action taken or omitted to be taken by the Issuer in good faith (and not constituting gross negligence or willful misconduct) shall be binding upon the Borrower, each Obligor and each such Lender, and shall not put the Issuer under any resulting liability to the Borrower, any Obligor or any such Lender, as the case may be.
Appears in 1 contract
Samples: Revolving Credit Agreement (Royster-Clark Nitrogen Realty LLC)
Nature of Reimbursement Obligations. The Borrower and, to the extent set forth in Section 2.6.1, each Lender with a Revolving Loan Commitment, shall assume assumes all risks of the acts, omissions omissions, or misuse of any Letter of Credit by the beneficiary thereof. The Issuer Neither the Agent, the LC Bank nor any of the Banks (except to the extent of its their own gross negligence or willful misconduct) shall not will be responsible for (ia) the form, validity, sufficiency, accuracy, genuineness or legal effect of any Letter of Credit or any document submitted by any party in connection with the application for and issuance of a any Letter of Credit, even if it such document should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged, ; (iib) the form, validity, sufficiency, accuracy, genuineness or legal effect of any instrument transferring or assigning or purporting to transfer or assign a any Letter of Credit or the rights or benefits thereunder or the proceeds thereof in whole or in part, which may prove to be invalid or ineffective for any reason, ; (iiic) failure of the any beneficiary of any Letter of Credit to comply fully with the conditions required in order to demand payment under a Letter of Credit, ; (ivd) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, ; or (ve) any loss or delay in the transmission or otherwise of any document or draft required by or from a beneficiary in order to make a Disbursement disbursement under a Letter of CreditCredit or the proceeds thereof. None of the foregoing shall will affect, impair or prevent the vesting of any of the rights or powers granted to the Issuer Agent, the LC Bank or any Lender with a Revolving Loan Commitment the Banks hereunder. In furtherance and extension and not in limitation or derogation of any of the foregoing, any action act taken or omitted to be taken by the Issuer Agent, the LC Bank or the Banks in good faith (and not constituting gross negligence or willful misconduct) shall will be binding upon the Borrower, each Obligor on Borrower and each such Lender, and shall will not put the Issuer Agent, the LC Bank or the Banks under any resulting liability to the Borrower, any Obligor or any such Lender, as the case may be.
Appears in 1 contract
Samples: Udc Master Revolving Line of Credit Loan Agreement (Borrowing Base) (Udc Homes Inc)
Nature of Reimbursement Obligations. The Borrower and, to the extent set forth in Section 2.6.1, each Lender with a Revolving Loan Commitment, Borrowers shall assume all risks of the acts, omissions omissions, or misuse of any Letter of Credit by the beneficiary thereof. The Issuer Bank (except to the extent of its own gross negligence or willful misconduct) shall not be responsible for for:
(ia) the form, validity, sufficiency, accuracy, genuineness genuineness, or legal effect of any Letter of Credit or of any draft, demand or other document, instrument or other paper relating to, or presented under, any Letter of Credit, or any document submitted by any party in connection with the application for and issuance of a Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent fraudulent, or forged, ;
(iib) the form, validity, sufficiency, accuracy, genuineness genuineness, or legal effect of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or the proceeds thereof in whole or in part, which may prove to be invalid or ineffective for any reason, ;
(iiic) failure of the beneficiary to comply fully with conditions required in order to demand payment under a Letter of Credit, ;
(ivd) errors, omissions, interruptions interruptions, or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex telex, telecopier or otherwise, or ; or
(ve) any loss or delay in the transmission or otherwise of any document or draft required in order to make a Disbursement under a Letter of CreditCredit or of the proceeds thereof. None of the foregoing shall affect, impair impair, or prevent the vesting of any of the rights or powers granted to the Issuer or any Lender with a Revolving Loan Commitment Bank hereunder. In furtherance and extension and not in limitation or derogation of any of the foregoing, any action taken or omitted to be taken by the Issuer Bank in good faith (and not constituting gross negligence or willful misconduct) shall be binding upon the Borrower, each Obligor Borrowers and each such Lender, Bank Assignee hereunder and shall not put the Issuer Bank or any Bank Assignee under any resulting liability to either Borrower nor put the Borrower, Bank under any Obligor or resulting liability to any such Lender, as Bank Assignee. Nothing herein shall constitute a waiver by the case may beBorrowers of any of their rights against any beneficiary of a Letter of Credit.
Appears in 1 contract
Samples: Loan Agreement (Kaneb Services LLC)
Nature of Reimbursement Obligations. The Borrower and, to ----------------------------------- the extent set forth in Section 2.6.1, each Lender with a Revolving Loan Commitment, shall assume all risks of the ------------- acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. The Issuer (except to the extent of its own gross negligence or willful wilful misconduct) shall not be responsible for for:
(ia) the form, validity, sufficiency, accuracy, genuineness or legal effect of any Letter of Credit or any document submitted by any party in connection with the application for and issuance of a Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged, ;
(iib) the form, validity, sufficiency, accuracy, genuineness or legal effect of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or the proceeds thereof in whole or in part, which may prove to be invalid or ineffective for any reason, ;
(iiic) the failure of the beneficiary of a Letter of Credit to comply fully with conditions required in order to demand payment under a Letter of Credit, ;
(ivd) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, or ; or
(ve) any loss or delay in the transmission or otherwise of any document or draft required in order to make a Disbursement under a Letter of Credit. None of the foregoing shall affect, impair or prevent the vesting of any of the rights or powers granted to the Issuer or any Lender with a Revolving Loan Commitment hereunderLender. In furtherance and extension and not in limitation or derogation of any of the foregoing, any action taken or omitted to be taken by the Issuer in good faith (and not constituting gross negligence or willful misconduct) shall be binding upon the Borrower, each Obligor Borrower and each such Lender, and shall not put the Issuer under any resulting liability to the Borrower, any Obligor Borrower or any such Lender, as the case may be.
Appears in 1 contract
Nature of Reimbursement Obligations. The Borrower Each Borrower, each other Obligor and, to the extent set forth in Section 2.6.1, each Lender with a Revolving Loan Commitment, Lender shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. The Issuer (except to the extent of its own gross negligence or willful wilful misconduct) shall not be responsible for for:
(ia) the form, validity, sufficiency, accuracy, genuineness or legal effect of any Letter of Credit or any document submitted by any party in connection with the application for and issuance of a Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged, ;
(iib) the form, validity, sufficiency, accuracy, genuineness or legal effect of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or the proceeds thereof in whole or in part, which may prove to be invalid or ineffective for any reason, ;
(iiic) failure of the beneficiary to comply fully with conditions required in order to demand payment under a Letter of Credit, ;
(ivd) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, or ; or
(ve) any loss or delay in the transmission or otherwise of any document or draft required in order to make a Disbursement under a Letter of Credit. None of the foregoing shall affect, impair or prevent the vesting of any of the rights or powers granted to the Issuer or any Lender with a Revolving Loan Commitment Lender hereunder. In furtherance and extension and not in limitation or derogation of any of the foregoing, any action taken or omitted to be taken by the Issuer in good faith (and not constituting gross negligence or willful misconduct) shall be binding upon the Borrower, each Obligor and each such LenderSecured Party, and shall not put the Issuer under any resulting liability to the Borrower, any Obligor or any such LenderSecured Party, as the case may be. In any event, if the Issuer notifies the applicable Obligor that a draw under a Letter of Credit is to be made and such Obligor fails to object with specificity in writing to such draw by the close of business on the date such notice is received by such Obligor, all Obligors shall be deemed to have waived any objection to the same.
Appears in 1 contract
Nature of Reimbursement Obligations. The Borrower Each Borrower, each other Obligor, the Seller and, to the extent set forth in Section 2.6.1, each Lender with a Revolving Loan Commitment, Lender shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. The No Issuer (except to the extent of its own gross negligence or willful wilful misconduct) shall not be responsible for for:
(ia) the form, validity, sufficiency, accuracy, genuineness or legal effect of any Letter of Credit or any document submitted by any party in connection with the application for and issuance of a Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged, ;
(iib) the form, validity, sufficiency, accuracy, genuineness or legal effect of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or the proceeds thereof in whole or in part, which may prove to be invalid or ineffective for any reason, ;
(iiic) failure of the beneficiary to comply fully with conditions required in order to demand payment under a Letter of Credit, ;
(ivd) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, telecopier, cable, telegraph, telex or otherwise, or ; or
(ve) any loss or delay in the transmission or otherwise of any document or draft required in order to make a Disbursement under a Letter of Credit. None of the foregoing shall affect, impair or prevent the vesting of any of the rights or powers granted to the any Issuer or any Lender with a Revolving Loan Commitment Lender hereunder. In furtherance and extension and not in limitation or derogation of any of the foregoing, any action taken or omitted to be taken by the an Issuer in good faith (and not constituting gross negligence or willful misconduct) shall be binding upon each Obligor, the Borrower, each Obligor Seller and each such LenderSecured Party, and shall not put the such Issuer under any resulting liability to any Obligor, the Borrower, any Obligor Seller or any such LenderSecured Party, as the case may be. Notwithstanding the foregoing, the Lenders (other than the applicable Issuer in its capacity as such) shall not be liable for any obligation resulting from the gross negligence or willful misconduct (as determined by a court of competent jurisdiction) of the applicable Issuer with respect to any Letter of Credit.
Appears in 1 contract
Samples: Credit Agreement (WRC Media Inc)
Nature of Reimbursement Obligations. The ----------------------------------- Borrower and, to the extent set forth in Section 2.6.12.8.1, each Lender with a Revolving Loan Commitment, shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. The None of the Issuer nor any other Agent-Related Person (except to the extent of its own gross negligence or willful wilful misconduct) shall not be responsible for for:
(ia) the form, validity, sufficiency, accuracy, genuineness or legal effect of any Letter of Credit or any document submitted by any party in connection with the application for and issuance of a Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged, ;
(iib) the form, validity, sufficiency, accuracy, genuineness or legal effect of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or the proceeds thereof in whole or in part, which may prove to be invalid or ineffective for any reason, ;
(iiic) failure of the beneficiary to comply fully with conditions required in order to demand payment under a Letter of Credit, ;
(ivd) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex telecopy or otherwise, or ; or
(ve) any loss or delay in the transmission or otherwise of any document or draft required in order to make a Disbursement under a Letter of Credit. None of the foregoing shall affect, impair or prevent the vesting of any of the rights or powers granted to the Issuer or any other Lender with a Revolving Loan Commitment hereunder. In furtherance and extension and not in limitation or derogation of any of the foregoing, any action taken or omitted to be taken by the Issuer or any other Agent-Related Person in good faith (and not constituting gross negligence or willful wilful misconduct) shall be binding upon the Borrower, each Obligor Borrower and each such Lender, and shall not put the Issuer or any other Agent-Related Person under any resulting liability to the Borrower, any Obligor Borrower or any such Lender, as the case may be; provided, -------- however, that nothing in this Section 2.8.5 shall adversely affect the ------- rights of the Borrower under Section 2.8.3 to commence any proceeding against the Issuer for any wrongful Disbursement made by the Issuer under a Letter of Credit as a result of acts or omissions constituting gross negligence or wilful misconduct on the part of the Issuer.
Appears in 1 contract
Nature of Reimbursement Obligations. The Borrower Borrower, each other Obligor and, to the extent set forth in Section 2.6.1, each Lender with a Revolving Loan Commitment, Lender shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. The No Issuer (except to the extent of its own gross negligence negligence, willful misconduct or willful misconductbad faith) shall not be responsible for for:
(ia) the form, validity, sufficiency, accuracy, genuineness or legal effect of any Letter of Credit or any document Issuer Document submitted by any party in connection with the application for and issuance of a Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged, ;
(iib) the form, validity, sufficiency, accuracy, genuineness or legal effect of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or the proceeds thereof in whole or in part, which may prove to be invalid or ineffective for any reason, ;
(iiic) failure of the beneficiary to comply fully with conditions required in order to demand payment under a Letter of Credit, ;
(ivd) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, or ;
(ve) any loss or delay in the transmission or otherwise of any document or draft required in order to make a Disbursement under a Letter of Credit; or
(f) a default of any Lender’s obligations to fund under Section 2.6.2 exists or any Lender is at such time a Defaulting Lender hereunder, unless the Issuer has entered into satisfactory arrangements with the Borrower or such Lender to eliminate the Issuer’s risk with respect to such Lender. None of the foregoing shall affect, impair or prevent the vesting of any of the rights or powers granted to the any Issuer or any Lender with a Revolving Loan Commitment Lender hereunder. In furtherance and extension and not in limitation or derogation of any of the foregoing, any action taken or omitted to be taken by the an Issuer in good faith (and not constituting gross negligence or willful misconduct) shall be binding upon the Borrower, each Obligor and each such LenderSecured Party, and shall not put the such Issuer under any resulting liability to the Borrower, any Obligor or any such LenderSecured Party, as the case may be. If any Lender fails to make available to the Administrative Agent for the account of the terms of the Agreement Issuer any amount required to be paid by such Lender pursuant to the terms of this Agreement by the time specified herein, the Issuer shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Issuer at a rate per annum equal to the applicable Overnight Rate from time to time in effect, plus any administrative, processing or similar fees customarily charged by the Issuer in connection with the foregoing.
Appears in 1 contract
Samples: Credit Agreement (Kansas City Southern De Mexico, S.A. De C.V.)
Nature of Reimbursement Obligations. The Borrower Borrower, each other Obligor and, to the extent set forth in Section 2.6.1, each Lender with a Revolving Loan Commitment, shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. The No Issuer (except to the extent of its own gross negligence or willful misconduct) shall not be responsible for for:
(ia) the form, validity, sufficiency, accuracy, genuineness or legal effect of any Letter of Credit or any document submitted by any party in connection with the application for and issuance of a Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged, ;
(iib) the form, validity, sufficiency, accuracy, genuineness or legal effect of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or the proceeds thereof in whole or in part, which may prove to be invalid or ineffective for any reason, ;
(iiic) failure of the beneficiary to comply fully with conditions required in order to demand payment under a Letter of Credit, ;
(ivd) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, or ; or
(ve) any loss or delay in the transmission or otherwise of any document or draft required in order to make a Disbursement under a Letter of Credit. None of the foregoing shall affect, impair or prevent the vesting of any of the rights or powers granted to the any Issuer or any Lender with a Revolving Loan Commitment hereunder. In furtherance and extension and not in limitation or derogation of any of the foregoing, any action taken or omitted to be taken by the an Issuer in good faith (and not constituting gross negligence or willful misconduct) shall be binding upon the Borrower, each Obligor and each such LenderSecured Party, and shall not put the such Issuer under any resulting liability to the Borrower, any Obligor or any such LenderSecured Party, as the case may be.
Appears in 1 contract
Nature of Reimbursement Obligations. The Borrower and, to the extent set forth in Section 2.6.1, each Lender with a Revolving Loan Commitment, shall assume assumes all risks of the acts, omissions omissions, or misuse of any Letter of Credit by the beneficiary thereofany Person to whom a Letter of Credit is issued. The Issuer Letter of Credit Provider (except to the extent of its own gross negligence or willful misconduct) shall will not be responsible for for: (ia) the form, validity, sufficiency, accuracy, genuineness or legal effect of any the Letter of Credit or any document submitted by any party in connection with the application for and issuance of a any Letter of Credit, or any drawing(s) thereunder, even if it such document or drawing should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged, ; (iib) the form, validity, sufficiency, accuracy, genuineness or legal effect of any instrument transferring or assigning or purporting to transfer or assign a any Letter of Credit or the rights or benefits thereunder or the proceeds thereof in whole or in part, which may prove to be invalid or ineffective for any reason, ; (iiic) failure of the beneficiary any Person to comply fully with the conditions required in order to demand payment under a the Letter of Credit, ; (ivd) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, ; or (ve) any loss or delay in the transmission or otherwise of any document or draft required by or from any Person in order to make a Disbursement disbursement under a the Letter of CreditCredit or the proceeds thereof. None of the foregoing shall will affect, impair or prevent the vesting of any of the rights or powers granted to the Issuer or any Lender with a Revolving Loan Commitment hereunderLetter of Credit Provider. In furtherance and extension and not in limitation or derogation of any of the foregoing, any action act taken or omitted to be taken by the Issuer Agent in good faith (and not constituting will be binding on Borrower and, except for gross negligence or willful misconduct) shall be binding upon the Borrower, each Obligor and each such Lender, and shall will not put the Issuer Letter of Credit Provider under any resulting liability to the Borrower, any Obligor or any such Lender, as the case may be.
Appears in 1 contract
Samples: Borrowing Base Loan Agreement (Wilson Holdings, Inc.)
Nature of Reimbursement Obligations. The Borrower Each Borrower, each other Obligor and, to the extent set forth in Section SECTION 2.6.1, each Lender with a Revolving Loan Commitment, shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. The No Issuer (except to the extent of its own gross negligence or willful wilful misconduct) shall not be responsible for for:
(ia) the form, validity, sufficiency, accuracy, genuineness or legal effect of any Letter of Credit or any document submitted by any party in connection with the application for and issuance of a Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged, ;
(iib) the form, validity, sufficiency, accuracy, genuineness or legal effect of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or the proceeds thereof in whole or in part, which may prove to be invalid or ineffective for any reason, ;
(iiic) failure of the beneficiary to comply fully with conditions required in order to demand payment under a Letter of Credit, ;
(ivd) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, or ; or
(ve) any loss or delay in the transmission or otherwise of any document or draft required in order to make a Disbursement under a Letter of Credit. None of the foregoing shall affect, impair or prevent the vesting of any of the rights or powers granted to the any Issuer or any Lender with a Revolving Loan Commitment hereunder. In furtherance and extension and not in limitation or derogation of any of the foregoing, any action taken or omitted to be taken by the an Issuer in good faith (and not constituting gross negligence or willful misconduct) shall be binding upon the Borrower, each Obligor and each such LenderSecured Party, and shall not put the such Issuer under any resulting liability to the Borrower, any Obligor or any such LenderSecured Party, as the case may be.
Appears in 1 contract
Samples: Credit Agreement (United Surgical Partners Holdings Inc)
Nature of Reimbursement Obligations. The Borrower Company and, to the extent set forth in Section 2.6.1, each Lender with a Revolving Loan Commitment, shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. The No Issuer (except to the extent of its own gross negligence or willful misconduct) shall not be responsible for for:
(ia) the form, validity, sufficiency, accuracy, genuineness or legal effect of any Letter of Credit or any document submitted by any party in connection with the application for and issuance of a Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged, ;
(iib) the form, validity, sufficiency, accuracy, genuineness or legal effect of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or the proceeds thereof in whole or in part, which may prove to be invalid or ineffective for any reason, ;
(iiic) failure of the beneficiary to comply fully with conditions required in order to demand emand payment under a Letter of Credit, ;
(ivd) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, or ; or
(ve) any loss or delay in the transmission or otherwise of any document or draft required in order to make a Disbursement under a Letter of Credit. None of the foregoing shall affect, impair or prevent the vesting of any of the rights or powers granted to the any Issuer or any Lender with a Revolving Loan Commitment hereunder. In furtherance and extension and not in limitation or derogation of any of the foregoing, any action taken or omitted to be taken by the applicable Issuer in good faith (and not constituting gross negligence or willful misconduct) shall be binding upon the BorrowerCompany, each Obligor and each such Lender, and shall not put the such Issuer under any resulting liability to the BorrowerCompany, any Obligor or any such Lender, as the case may be. The Issuer shall be entitled to rely, and shall be fully protected in relying, upon any Letter of Credit draft, writing, Issuance Request, resolution, notice, consent, certificate, affidavit, letter, electronic mail, cablegram, telegram, telecopy, telex, or teletype message, statement, order, or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel, independent accountants, and other experts selected by the Issuer. Notwithstanding any other provision of this Section 2.6, the Issuer shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement in accordance with a request of the Required Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders.
Appears in 1 contract
Nature of Reimbursement Obligations. The Borrower and, to the extent set forth in Section 2.6.1, each Lender with a Revolving Loan CommitmentLender, shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. The Issuer (except to the extent of its own gross negligence or willful misconduct) shall not be responsible for for:
(ia) the form, validity, sufficiency, accuracy, genuineness or legal effect of any Letter of Credit or any document submitted by any party in connection with the application for and issuance of a Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged, ;
(iib) the form, validity, sufficiency, accuracy, genuineness or legal effect of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or the proceeds thereof in whole or in part, which may prove to be invalid or ineffective for any reason, ;
(iiic) failure of the beneficiary to comply fully with conditions required in order to demand payment under a Letter of Credit, ;
(ivd) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, ;
(e) any adverse change in the relevant exchange rates or in the availability of the relevant Alternative Currency to the Borrower or in the relevant currency markets generally; or
(vf) any loss or delay in the transmission or otherwise of any document or draft required in order to make a Disbursement under a Letter of Credit. None of the foregoing shall affect, impair or prevent the vesting of any of the rights or powers granted to the Issuer or any Lender with a Revolving Loan Commitment hereunderLender. In furtherance and extension and not in limitation or derogation of any of the foregoing, any action taken or omitted to be taken by the Issuer in good faith (and not constituting gross negligence or willful misconduct) shall be binding upon the Borrower, each other Obligor and each such Lender, and shall not put the Issuer under any resulting liability to the Borrower, any other Obligor or any such Lender, as the case may be.
(x) Section 3.3.3 of the Credit Agreement is hereby amended to read as follows:
Appears in 1 contract
Nature of Reimbursement Obligations. The Borrower and, to the extent set forth in Section 2.6.1, each Lender with a Revolving Loan Commitment, shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. The Neither the Issuer nor any Lender (except to the extent of its own gross negligence or willful misconduct) shall not be responsible for for: (ia) the form, validity, sufficiency, accuracy, genuineness or legal effect of any Letter of Credit or any document submitted by any party in connection with the application for and issuance of a Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged, ; (iib) the form, validity, sufficiency, accuracy, genuineness or legal effect of any instrument Instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or the proceeds thereof thereof, in whole or in part, which may prove to be invalid or ineffective for any reason, ; (iiic) the failure of the beneficiary to comply fully with conditions required in order to demand payment under a Letter of Credit, ; (ivd) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, ; or (ve) any loss or delay in the transmission or otherwise of any document or draft required in order to make a Disbursement under a Letter of CreditCredit or of the proceeds thereof. None of the foregoing shall affect, impair or prevent the vesting of any of the rights or powers granted to the Issuer or any Lender with a Revolving Loan Commitment hereunder. In furtherance and extension extension, and not in limitation or derogation of any of the foregoing, any action taken or omitted to be taken by the Issuer in good faith (and not constituting gross negligence or willful misconduct) shall be binding upon the Borrower, each Obligor Borrower and each such Lender, its Subsidiaries and shall not put the Issuer under any resulting liability to the Borrower, any Obligor Borrower or any such Lender, as the case may beof its Subsidiaries.
Appears in 1 contract
Samples: Credit Agreement (Chiquita Brands International Inc)
Nature of Reimbursement Obligations. The Borrower and, to the extent set forth in Section 2.6.1, each Lender with a Revolving Loan Commitment, shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. The No Issuer (except to the extent of its own gross negligence or willful misconduct) shall not be responsible for for:
(ia) the form, validity, sufficiency, accuracy, genuineness or legal effect of any Letter of Credit or any document submitted by any party in connection with the application for and issuance of a Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged, ;
(iib) the form, validity, sufficiency, accuracy, genuineness or legal effect of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or the proceeds thereof in whole or in part, which may prove to be invalid or ineffective for any reason, ;
(iiic) failure of the beneficiary to comply fully with conditions required in order to demand payment under a Letter of Credit, ;
(ivd) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, or ; or
(ve) any loss or delay in the transmission or otherwise of any document or draft required in order to make a Disbursement under a Letter of Credit. None of the foregoing shall affect, impair or prevent the vesting of any of the rights or powers granted to the any Issuer or any Lender with a Revolving Loan Commitment hereunder. In furtherance and extension and not in limitation or derogation of any of the foregoing, any action taken or omitted to be taken by the applicable Issuer in good faith (and not constituting gross negligence or willful misconduct) shall be binding upon the Borrower, each Obligor and each such Lender, and shall not put the such Issuer under any resulting liability to the Borrower, any Obligor or any such Lender, as the case may be.
Appears in 1 contract
Nature of Reimbursement Obligations. The Borrower and, to the extent set forth in Section 2.6.1, each Lender with a Revolving Loan Commitment, shall assume all risks of the acts, omissions omissions, or misuse of any Letter of Credit requested by it by the beneficiary thereof. The Neither the Issuer (except to the extent of its own gross negligence or willful misconduct) nor any RL Lender shall not be responsible for for:
(ia) the form, validity, sufficiency, accuracy, genuineness genuineness, or legal effect of any Letter of Credit or any document submitted by any party in connection with the application for and issuance of a Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent fraudulent, or forged, ;
(iib) the form, validity, sufficiency, accuracy, genuineness genuineness, or legal effect of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or the proceeds thereof in whole or in part, which may prove to be invalid or ineffective for any reason, ;
(iiic) failure of the beneficiary to comply fully with conditions required in order to demand payment under a Letter of Credit, ;
(ivd) errors, omissions, interruptions interruptions, or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex telex, or otherwise, or ; or
(ve) any loss or delay in the transmission or otherwise of any document or draft required in order to make a Disbursement disbursement under a Letter of CreditCredit or of the proceeds thereof. None of the foregoing shall affect, impair impair, or prevent the vesting of any of the rights or powers granted to the Issuer or any RL Lender with a Revolving Loan Commitment hereunder. In furtherance and extension extension, and not in limitation or derogation derogation, of any of the foregoing, any action taken or omitted to be taken by the Issuer in good faith (and not constituting gross negligence or willful misconduct) shall be binding upon the BorrowerBorrower and, each Obligor in the absence of gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final and each such Lendernon-appealable decision, and shall not put the Issuer under any resulting liability to the Borrower, any Obligor or any such Lender, as the case may be.
Appears in 1 contract
Samples: Credit Agreement (Dollar Thrifty Automotive Group Inc)
Nature of Reimbursement Obligations. The Borrower Each Obligor and, to the extent set forth in Section 2.6.1, each Lender with a Revolving Loan Commitment, Lender shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. The Issuer (except to the extent of its own gross negligence or willful wilful misconduct) shall not be responsible for for:
(ia) the form, validity, sufficiency, accuracy, genuineness or legal effect of any Letter of Credit or any document submitted by any party in connection with the application for and issuance of a Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged, ;
(iib) the form, validity, sufficiency, accuracy, genuineness or legal effect of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or the proceeds thereof in whole or in part, which may prove to be invalid or ineffective for any reason, ;
(iiic) failure of the beneficiary to comply fully with conditions required in order to demand payment under a Letter of Credit, ;
(ivd) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, telecopier, cable, telegraph, telex or otherwise, or ; or
(ve) any loss or delay in the transmission or otherwise of any document or draft required in order to make a Disbursement under a Letter of Credit. None of the foregoing shall affect, impair or prevent the vesting of any of the rights or powers granted to the Issuer or any Lender with a Revolving Loan Commitment Lender hereunder. In furtherance and extension and not in limitation or derogation of any of the foregoing, any action taken or omitted to be taken by the Issuer in good faith (and not constituting gross negligence or willful misconduct) shall be binding upon the Borrower, each Obligor and each such LenderSecured Party, and shall not put the Issuer under any resulting liability to the Borrower, any Obligor or any such LenderSecured Party, as the case may be.
Appears in 1 contract
Samples: Credit Agreement (Stericycle Inc)
Nature of Reimbursement Obligations. The Each Borrower and, to the extent set forth in Section 2.6.1, each Lender with a Revolving Current Assets Loan Commitment, shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. The Issuer (except to the extent of its own gross negligence or willful misconduct) shall not be responsible for (ia) the form, validity, sufficiency, accuracy, genuineness or legal effect of any Letter of Credit or any document submitted by any party in connection with the application for and issuance of a Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged, (iib) the form, validity, sufficiency, accuracy, genuineness or legal effect of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or the proceeds thereof in whole or in part, which may prove to be invalid or ineffective for any reason, (iiic) failure of the beneficiary to comply fully with conditions required in order to demand payment under a Letter of Credit, (ivd) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex telex, facsimile or otherwise, or (ve) any loss or delay in the transmission or otherwise of any document or draft required in order to make a Disbursement under a Letter of Credit. None of the foregoing shall affect, impair or prevent the vesting of any of the rights or powers granted to the Issuer or any Lender with a Revolving Loan Commitment hereunderCurrent Assets Lender. In furtherance and extension and not in limitation or derogation of any of the foregoing, any action taken or omitted to be taken by the Issuer in good faith (and not constituting gross negligence or willful misconduct) shall be binding upon the Borrower, each Obligor Borrower and each such Current Assets Lender, and shall not put the Issuer under any resulting liability to the Borrower, any Obligor Borrower or any such Current Assets Lender, as the case may be.
Appears in 1 contract
Nature of Reimbursement Obligations. The Borrower Borrower, each other Obligor and, to the extent set forth in Section 2.6.1, each Lender with a Revolving Loan Commitment, shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. The Letter of Credit Issuer (except to the extent of its own gross negligence or willful misconduct) shall not be responsible for for:
(ia) the form, validity, sufficiency, accuracy, genuineness or legal effect of any Letter of Credit or any document submitted by any party in connection with the application for and issuance of a Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged, ;
(iib) the form, validity, sufficiency, accuracy, genuineness or legal effect of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or the proceeds thereof in whole or in part, which may prove to be invalid or ineffective for any reason, ;
(iiic) failure of the beneficiary to comply fully with conditions required in order to demand payment under a Letter of Credit, ;
(ivd) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, or ; or
(ve) any loss or delay in the transmission or otherwise of any document or draft required in order to make a Disbursement under a Letter of Credit. None of the foregoing shall affect, impair or prevent the vesting of any of the rights or powers granted to the Letter of Credit Issuer or any Lender with a Revolving Loan Commitment hereunder. In furtherance and extension and not in limitation or derogation of any of the foregoing, any action taken or omitted to be taken by the Letter of Credit Issuer in good faith (and not constituting gross negligence or willful misconduct) shall be binding upon the Borrower, each Obligor and each such LenderLoan Party, and shall not put the Letter of Credit Issuer under any resulting liability to the Borrower, any Obligor or any such LenderLoan Party, as the case may be. In any event, except to the extent of the Letter of Credit Issuer’s gross negligence or willful misconduct, if the Borrower fails to object with specificity in writing to a draw under a Letter of Credit at least one hour prior to the time the Letter of Credit Issuer is required to make payment of such draw, the Borrower shall be deemed to have waived any objection to the making of such payment.
Appears in 1 contract
Samples: Credit Agreement (Ust Inc)
Nature of Reimbursement Obligations. The Borrower Borrower, each ----------------------------------- other Obligor and, to the extent set forth in Section 2.6.12.7, each Lender with a Revolving Loan Commitment, Bank shall ----------- assume all risks of the acts, omissions or misuse of any the Letter of Credit by the beneficiary thereof. The Issuer shall not (except to the extent of its own gross negligence or willful wilful misconduct) shall not be responsible for for:
(ia) the form, validity, sufficiency, accuracy, genuineness or legal effect of any the Letter of Credit or any document submitted by any party in connection with the application for and issuance of a the Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged, ;
(iib) the form, validity, sufficiency, accuracy, genuineness or legal effect of any instrument transferring or assigning or purporting to transfer or assign a the Letter of Credit or the rights or benefits thereunder or the proceeds thereof in whole or in part, which may prove to be invalid or ineffective for any reason, ;
(iiic) failure of the beneficiary to comply fully with conditions required in order to demand payment under a the Letter of Credit, ;
(ivd) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, or ; or
(ve) any loss or delay in the transmission or otherwise of any document or draft required in order to make a Disbursement under a the Letter of Credit. None of the foregoing shall affect, impair or prevent the vesting of any of the rights or powers granted to the Issuer or any Lender with a Revolving Loan Commitment Bank hereunder. In furtherance and extension and not in limitation or derogation of any of the foregoing, any action taken or omitted to be taken by the Issuer in good faith (and not constituting gross negligence or willful misconduct) shall be binding upon the Borrower, each Obligor and each such LenderBank, and shall not put the Issuer under any resulting liability to the Borrower, any Obligor or any such LenderBank, as the case may be. Notwithstanding anything to the contrary contained in this Agreement, neither the Issuer nor any of the Banks shall be relieved of responsibility for any gross negligence or any wilful misconduct by the Issuer or such Bank in connection with a Deemed Disbursement.
Appears in 1 contract
Nature of Reimbursement Obligations. The Borrower Company, each other Obligor and, to the extent set forth in Section 2.6.1, each Lender with a U.S. Revolving Loan Commitment, Lender shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. The No Issuer (except to the extent of its own gross negligence or willful wilful misconduct) shall not be responsible for for:
(ia) the form, validity, sufficiency, accuracy, genuineness or legal effect of any Letter of Credit or any document submitted by any party in connection with the application for and issuance of a Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged, ;
(iib) the form, validity, sufficiency, accuracy, genuineness or legal effect of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or the proceeds thereof in whole or in part, which may prove to be invalid or ineffective for any reason, ;
(iiic) failure of the beneficiary to comply fully with conditions required in order to demand payment under a Letter of Credit, ;
(ivd) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, or ; or
(ve) any loss or delay in the transmission or otherwise of any document or draft required in order to make a Disbursement under a Letter of Credit. None of the foregoing shall affect, impair or prevent the vesting of any of the rights or powers granted to the any Issuer or any Lender with a U.S. Revolving Loan Commitment Lender hereunder. In furtherance and extension and not in limitation or derogation of any of the foregoing, any action taken or omitted to be taken by the an Issuer in good faith (and not constituting gross negligence or willful misconduct) shall be binding upon the Borrower, each Obligor and each such LenderSecured Party, and shall not put the such Issuer under any resulting liability to the Borrower, any Obligor or any such LenderSecured Party, as the case may be.
Appears in 1 contract
Nature of Reimbursement Obligations. The Borrower Each Obligor and, to the extent set forth in Section 2.6.1, each Lender with a Revolving Loan Commitment, Lender shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. The Issuer (except to the extent of its own gross negligence or willful wilful misconduct) shall not be responsible for for:
(ia) the form, validity, sufficiency, accuracy, genuineness or legal effect of any Letter of Credit or any document submitted by any party in connection with the application for and issuance of a Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged, ;
(iib) the form, validity, sufficiency, accuracy, genuineness or legal effect of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or the proceeds thereof in whole or in part, which may prove to be invalid or ineffective for any reason, ;
(iiic) failure of the beneficiary to comply fully with conditions required in order to demand payment under a Letter of Credit, ;
(ivd) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, telecopier, cable, telegraph, telex or otherwise, or ; or
(ve) any loss or delay in the transmission or otherwise of any document or draft required in order to make a Disbursement under a Letter of Credit. None of the foregoing shall affect, impair or prevent the vesting of any of the rights or powers granted to the Issuer or any Lender with a Revolving Loan Commitment Lender hereunder. In furtherance and extension and not in limitation or derogation of any of the foregoing, any action taken or omitted to be taken by the Issuer in good faith (and not constituting gross negligence or willful wilful misconduct) shall be binding upon the Borrower, each Obligor and each such LenderSecured Party, and shall not put the Issuer under any resulting liability to the Borrower, any Obligor or any such LenderSecured Party, as the case may be.
Appears in 1 contract
Samples: Credit Agreement (Stericycle Inc)
Nature of Reimbursement Obligations. The Borrower and, to the extent set forth in Section 2.6.1, each Lender with a Revolving Loan Commitment, shall assume all risks of the acts, omissions or misuse of any Letter of Credit the L/C by the beneficiary thereof. The Issuer (except to Neither Lender nor the extent of its own gross negligence or willful misconduct) Issuing Bank shall not be responsible for for:
(ia) the form, validity, sufficiency, accuracy, genuineness or legal effect of any Letter of Credit the L/C or any document submitted by any party in connection with the application for and issuance of a Letter of Creditthereof, even if it such document should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged, ;
(iib) the form, validity, sufficiency, accuracy, genuineness or legal effect of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or the proceeds thereof in whole or in part, which may prove to be invalid or ineffective for any reason, L/C;
(iiic) failure of the beneficiary CoBank to comply fully with conditions required in order to demand payment under a Letter of Credit, the L/C;
(ivd) errors, omissions, interruptions interruption or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, or ; or
(ve) any loss or delay in the transmission or otherwise of any document or draft required by or from CoBank in order to make a Disbursement under a Letter the L/C or of Creditthe proceeds thereof. None of the foregoing shall affect, impair or prevent the vesting of any of the rights or powers granted to Lender or the Issuer or any Lender with a Revolving Loan Commitment Issuing Bank hereunder. In furtherance and extension extension, and not in limitation or derogation of any of the foregoing, any action taken or omitted to be taken by Lender or the Issuer Issuing Bank in good faith (and not constituting gross negligence or willful misconduct) shall be binding upon the Borrower, each Obligor and each such Lender, Borrower and shall not put the Issuer Lender or the Issuing Bank under any resulting liability to the Borrower, any Obligor or any such Lender, as the case may be.
Appears in 1 contract
Nature of Reimbursement Obligations. The Borrower Borrower, each other Obligor and, to the extent set forth in Section SECTION 2.6.1, each Lender with a Revolving Loan Commitment, Lender shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. The No Issuer (except to the extent of its own gross negligence or willful wilful misconduct) shall not be responsible for for:
(ia) the form, validity, sufficiency, accuracy, genuineness or legal effect of any Letter of Credit or any document submitted by any party in connection with the application for and issuance of a Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged, ;
(iib) the form, validity, sufficiency, accuracy, genuineness or legal effect of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or the proceeds thereof in whole or in part, which may prove to be invalid or ineffective for any reason, ;
(iiic) failure of the beneficiary to comply fully with conditions required in order to demand payment under a Letter of Credit, ;
(ivd) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, or ; or
(ve) any loss or delay in the transmission or otherwise of any document or draft required in order to make a Disbursement under a Letter of Credit. None of the foregoing shall affect, impair or prevent the vesting of any of the rights or powers granted to the any Issuer or any Lender with a Revolving Loan Commitment Lender hereunder. In furtherance and extension and not in limitation or derogation of any of the foregoing, any action taken or omitted to be taken by the an Issuer in good faith (and not constituting gross negligence or willful misconduct) shall be binding upon the Borrower, each Obligor and each such LenderSecured Party, and shall not put the such Issuer under any resulting liability to the Borrower, any Obligor or any such LenderSecured Party, as the case may be.
Appears in 1 contract
Samples: Credit Agreement (Titan Corp)
Nature of Reimbursement Obligations. The Each Borrower and, to the extent set forth in Section 2.6.1, each Lender with a Revolving Current Assets Loan Commitment, shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. The Issuer (except to the extent of its own gross negligence or willful misconduct) shall not be responsible for (ia) the form, validity, sufficiency, accuracy, genuineness or legal effect of any Letter of Credit or any document submitted by any party in connection with the application for and issuance of a Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged, (iib) the form, validity, sufficiency, accuracy, genuineness or legal effect of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or the proceeds thereof in whole or in part, which may prove to be invalid or ineffective for any reason, (iiic) failure of the beneficiary to comply fully with conditions required in order to demand payment under a Letter of Credit, (ivd) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex telex, facsimile or otherwise, or (ve) any loss or delay in the transmission or otherwise of any document or draft required in order to make a Disbursement under a Letter of Credit. None of the foregoing shall affect, impair or prevent the vesting of any of the rights or powers granted to the Issuer or any Lender with a Revolving Loan Commitment hereunderCurrent Assets Lender. In furtherance and extension and not in limitation or derogation of any of the foregoing, any action taken or omitted to be taken by the Issuer in good faith (and not constituting gross negligence or willful misconduct) shall be binding upon the Borrower, each Obligor Borrower and each such Current Assets Lender, and shall not put the Issuer under any resulting liability to the Borrower, any Obligor Borrower or any such Current Assets Lender, as the case may be.
Appears in 1 contract
Nature of Reimbursement Obligations. The Borrower Borrower, each other Obligor and, to the extent set forth in Section 2.6.12.6.2, each Lender with a Revolving Loan Commitment, LC Participant shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. The Issuer (except to the extent of its own gross negligence or willful misconduct) shall not be responsible for for:
(ia) the form, validity, sufficiency, accuracy, genuineness or legal effect of any Letter of Credit or any document submitted by any party in connection with the application for and issuance of a Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged, ;
(iib) the form, validity, sufficiency, accuracy, genuineness or legal effect of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or the proceeds thereof in whole or in part, which may prove to be invalid or ineffective for any reason, ;
(iiic) failure of the beneficiary to comply fully with conditions required in order to demand payment under a Letter of Credit, ;
(ivd) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, or ; or
(ve) any loss or delay in the transmission or otherwise of any document or draft required in order to make a Disbursement under a Letter of Credit. None of the foregoing shall affect, impair or prevent the vesting of any of the rights or powers granted to the Issuer or any Lender with a Revolving Loan Commitment LC Participant hereunder. In furtherance and extension and not in limitation or derogation of any of the foregoing, any action taken or omitted to be taken by the Issuer in good faith (and not constituting gross negligence or willful misconduct) shall be binding upon the Borrower, each Obligor and each such LenderSecured Party, and shall not put the Issuer under any resulting liability to the Borrower, any Obligor or any such LenderSecured Party, as the case may be.
Appears in 1 contract
Nature of Reimbursement Obligations. The Borrower Borrower, each other Obligor and, to the extent set forth in Section 2.6.1, each Lender with a Revolving Loan Commitment, Lender shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. The No Issuer (except to the extent of its own gross negligence or willful wilful misconduct) shall not be responsible for for:
(ia) the form, validity, sufficiency, accuracy, genuineness or legal effect of any Letter of Credit or any document submitted by any party in connection with the application for and issuance of a Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged, ;
(iib) the form, validity, sufficiency, accuracy, genuineness or legal effect of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or the proceeds thereof in whole or in part, which may prove to be invalid or ineffective for any reason, ;
(iiic) failure of the beneficiary to comply fully with conditions required in order to demand payment under a Letter of Credit, ;
(ivd) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, or ; or
(ve) any loss or delay in the transmission or otherwise of any document or draft required in order to make a Disbursement under a Letter of Credit. None of the foregoing shall affect, impair or prevent the vesting of any of the rights or powers granted to the any Issuer or any Lender with a Revolving Loan Commitment Lender hereunder. In furtherance and extension and not in limitation or derogation of any of the foregoing, any action taken or omitted to be taken by the an Issuer in good faith (and not constituting gross negligence or willful misconduct) shall be binding upon the Borrower, each Obligor and each such LenderSecured Party, and shall not put the such Issuer under any resulting liability to the Borrower, any Obligor or any such LenderSecured Party, as the case may be.
Appears in 1 contract
Samples: Credit Agreement (Titan Corp)
Nature of Reimbursement Obligations. The Borrower Each Borrower, each other Obligor and, to the extent set forth in Section 2.6.1, each Lender with a Revolving Loan Commitment, shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. The Issuer (except to the extent of its own gross negligence or willful misconduct) shall not be responsible for for:
(ia) the form, validity, sufficiency, accuracy, genuineness or legal effect of any Letter of Credit or any document submitted by any party in connection with the application for and issuance of a Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged, ;
(iib) the form, validity, sufficiency, accuracy, genuineness or legal effect of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or the proceeds thereof in whole or in part, which may prove to be invalid or ineffective for any reason, ;
(iiic) failure of the beneficiary to comply fully with conditions required in order to demand payment under a Letter of Credit, ;
(ivd) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, or ; or
(ve) any loss or delay in the transmission or otherwise of any document or draft required in order to make a Disbursement under a Letter of Credit. None of the foregoing shall affect, impair or prevent the vesting of any of the rights or powers granted to the Issuer or any Lender with a Revolving Loan Commitment hereunder. In furtherance and extension and not in limitation or derogation of any of the foregoing, any action taken or omitted to be taken by the Issuer in good faith (and not constituting gross negligence or willful misconduct) shall be binding upon the Borrower, each Obligor and each such LenderSecured Party, and shall not put the Issuer under any resulting liability to the Borrower, any Obligor or any such LenderSecured Party, as the case may be.
Appears in 1 contract
Samples: Credit Agreement (United Surgical Partners International Inc)
Nature of Reimbursement Obligations. The Borrower and, to the extent set forth in Section SECTION 2.6.1, each Lender with a Revolving Loan Commitment, shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. The Issuer (except to the extent of its own gross negligence or willful misconduct) shall not be responsible for (i) the form, validity, sufficiency, accuracy, genuineness or legal effect of any Letter of Credit or any document submitted by any party in connection with the application for and issuance of a Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged, (ii) the form, validity, sufficiency, accuracy, genuineness or legal effect of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or the proceeds thereof in whole or in part, which may prove to be invalid or ineffective for any reason, (iii) failure of the beneficiary to comply fully with conditions required in order to demand payment under a Letter of Credit, (iv) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, or (v) any loss or delay in the transmission or otherwise of any document or draft required in order to make a Disbursement under a Letter of Credit. None of the foregoing shall affect, impair or prevent the vesting of any of the rights or powers granted to the Issuer or any Lender with a Revolving Loan Commitment hereunder. In furtherance and extension and not in limitation or derogation of any of the foregoing, any action taken or omitted to be taken by the Issuer in good faith (and not constituting gross negligence or willful misconduct) shall be binding upon the Borrower, each Obligor and each such Lender, and shall not put the Issuer under any resulting liability to the Borrower, any Obligor or any such Lender, as the case may be.
Appears in 1 contract
Samples: Credit Agreement (Duane Reade Inc)
Nature of Reimbursement Obligations. The Borrower and, to the extent set forth in Section 2.6.1, each Lender with a Revolving Loan Commitment, shall ----------------------------------- assume all risks of the acts, omissions omissions, or misuse of any Letter of Credit by the beneficiary thereof. The Issuer Neither any Issuer, the Agent nor any Lender (except to the extent of its own gross negligence or willful wilful misconduct) shall not be responsible for for: (ia) the form, validity, sufficiency, accuracy, genuineness genuineness, or legal effect of any Letter of Credit or any document submitted by any party in connection with the application for and issuance of a Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent fraudulent, or forged, ; (iib) the form, validity, sufficiency, accuracy, genuineness genuineness, or legal effect of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or the proceeds thereof in whole or in part, which may prove to be invalid or ineffective for any reason, ; (iiic) failure of the beneficiary to comply fully with conditions required in order to demand payment under a Letter of Credit, ; (ivd) errors, omissions, interruptions interruptions, or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex telex, facsimile or otherwise, ; or (ve) any loss or delay in the transmission or otherwise of any document or draft required in order to make a Disbursement under a Letter of CreditCredit or of the proceeds thereof. None of the foregoing shall affect, impair impair, or prevent the vesting of any of the rights or powers granted to the any Issuer or any Lender with a Revolving Loan Commitment hereunder. In furtherance and extension extension, and not in limitation or derogation derogation, of any of the foregoing, any action taken or omitted to be taken by the any Issuer in good faith (and not constituting gross negligence or willful misconduct) shall be binding upon the Borrower, each Obligor and each such Lender, Borrower and shall not put the such Issuer under any resulting liability to the Borrower, any Obligor or any such Lender, as the case may be.
Appears in 1 contract
Nature of Reimbursement Obligations. The Borrower and, to ----------------------------------- the extent set forth in Section 2.6.1, each Lender with a Revolving Loan Commitment, shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. The Issuer (except to the extent of its own gross negligence or willful wilful misconduct) shall not be responsible for for:
(ia) the form, validity, sufficiency, accuracy, genuineness or legal effect of any Letter of Credit or any document submitted by any party in connection with the application for and issuance of a Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged, ;
(iib) the form, validity, sufficiency, accuracy, genuineness or legal effect of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or the proceeds thereof in whole or in part, which may prove to be invalid or ineffective for any reason, ;
(iiic) the failure of the beneficiary of a Letter of Credit to comply fully with conditions required in order to demand payment under a Letter of Credit, ;
(ivd) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, or ; or
(ve) any loss or delay in the transmission or otherwise of any document or draft required in order to make a Disbursement under a Letter of Credit. None of the foregoing shall affect, impair or prevent the vesting of any of the rights or powers granted to the Issuer or any Lender with a Revolving Loan Commitment hereunderLender. In furtherance and extension and not in limitation or derogation of any of the foregoing, any action taken or omitted to be taken by the Issuer in good faith (and not constituting gross negligence or willful wilful misconduct) shall be binding upon the Borrower, each Obligor Borrower and each such Lender, and shall not put the Issuer under any resulting liability to the Borrower, any Obligor Borrower or any such Lender, as the case may be.
Appears in 1 contract
Nature of Reimbursement Obligations. The Borrower Borrower, each other Obligor and, to the extent set forth in Section 2.6.1, each Revolving Lender with a Revolving Loan Commitment, shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. The No Issuer (except to the extent of its own gross negligence or willful misconduct) shall not be responsible for for:
(ia) the form, validity, sufficiency, accuracy, genuineness or legal effect of any Letter of Credit or any document submitted by any party in connection with the application for and issuance of a Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged, ;
(iib) the form, validity, sufficiency, accuracy, genuineness or legal effect of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or the proceeds thereof in whole or in part, which may prove to be invalid or ineffective for any reason, ;
(iiic) failure of the beneficiary to comply fully with conditions required in order to demand payment under a Letter of Credit, ;
(ivd) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, or ; or
(ve) any loss or delay in the transmission or otherwise of any document or draft required in order to make a Disbursement under a Letter of Credit. None of the foregoing shall affect, impair or prevent the vesting of any of the rights or powers granted to the any Issuer or any Revolving Lender with a Revolving Loan Commitment hereunder. In furtherance and extension and not in limitation or derogation of any of the foregoing, any action taken or omitted to be taken by the an Issuer in good faith (and not constituting gross negligence or willful misconduct) shall be binding upon the Borrower, each Obligor and each such LenderSecured Party, and shall not put the such Issuer under any resulting liability to the Borrower, any Obligor or any such LenderSecured Party, as the case may be.
Appears in 1 contract
Nature of Reimbursement Obligations. The Borrower Each Borrower, each other Obligated Party and, to the extent set forth in Section 2.6.1, each Lender with a Revolving Loan Commitment, Lender shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. The Issuer (except to the extent of its own gross negligence or willful wilful misconduct) shall not be responsible for for:
(ia) the form, validity, sufficiency, accuracy, genuineness or legal effect of any Letter of Credit or any document submitted by any party in connection with the application for and issuance of a Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged, ;
(iib) the form, validity, sufficiency, accuracy, genuineness or legal effect of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or the proceeds thereof in whole or in part, which may prove to be invalid or ineffective for any reason, ;
(iiic) failure of the beneficiary to comply fully with conditions required in order to demand payment under a Letter of Credit, ;
(ivd) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, or ; or
(ve) any loss or delay in the transmission or otherwise of any document or draft required in order to make a Disbursement under a Letter of Credit. None of the foregoing shall affect, impair or prevent the vesting of any of the rights or powers granted to the Issuer or any Lender with a Revolving Loan Commitment Lender hereunder. In furtherance and extension and not in limitation or derogation of any of the foregoing, any action taken or omitted to be taken by the Issuer in good faith (and not constituting gross negligence or willful misconduct) shall be binding upon the Borrower, each Obligor Obligated Party and each such LenderSecured Party, and shall not put the Issuer under any resulting liability to the Borrower, any Obligor Obligated Party or any such LenderSecured Party, as the case may be.
Appears in 1 contract
Nature of Reimbursement Obligations. The Borrower and, to the extent set forth in Section 2.6.12.7(b), each Revolving Lender with a Revolving Loan Commitment, shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. The Issuer (except to the extent of its own gross negligence or willful misconduct) shall not be responsible for for:
(i) the form, validity, sufficiency, accuracy, genuineness or legal effect of any Letter of Credit or any document submitted by any party in connection with the application for and issuance of a Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged, ;
(ii) the form, validity, sufficiency, accuracy, genuineness or legal effect of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or the proceeds thereof in whole or in part, which may prove to be invalid or ineffective for any reason, ;
(iii) failure of the beneficiary to comply fully with conditions required in order to demand payment under a Letter of Credit, ;
(iv) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, or ; or
(v) any loss or delay in the transmission or otherwise of any document or draft required in order to make a Disbursement under a Letter of Credit. None of the foregoing shall affect, impair or prevent the vesting of any of the rights or powers granted to the Issuer or any Revolving Lender with a Revolving Loan Commitment hereunder. In furtherance and extension and not in limitation or derogation of any of the foregoing, any action taken or omitted to be taken by the Issuer in good faith (and not constituting gross negligence or willful misconduct) shall be binding upon the Borrower, each Obligor Borrower and each such LenderSecured Party, and shall not put the Issuer under any resulting liability to the Borrower, any Obligor Borrower or any such LenderSecured Party, as the case may be. None of the foregoing shall be intended to restrict any action against the Issuer arising from an act or omission that has been determined by a court of competent jurisdiction in a final proceeding to have resulted from the Issuer’s gross negligence or willful misconduct. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any Application or other agreement submitted by the Borrower to, or entered into by the Borrower with, the Issuer relating to any Letter of Credit, the terms and conditions of this Agreement shall control.
Appears in 1 contract
Nature of Reimbursement Obligations. The Borrower and, to the extent set forth in Section 2.6.1, each Lender with a Revolving Loan Commitment, shall ----------------------------------- assume all risks of the acts, omissions omissions, or misuse of any Letter of Credit by the beneficiary thereof. The Issuer None of the Issuer, the Agent or any Lender (except to the extent of its own gross negligence or willful misconduct) shall not be responsible for for:
(ia) the form, validity, sufficiency, accuracy, genuineness genuineness, or legal effect of any Letter of Credit or any document submitted by any party in connection with the application for and issuance or amendment of a Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent fraudulent, or forged, ;
(iib) the form, validity, sufficiency, accuracy, genuineness genuineness, or legal effect of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits benefits, thereunder or the proceeds thereof in whole or in part, which may prove to be invalid or ineffective for any reason, ;
(iiic) failure of the beneficiary to comply fully with conditions required in order to demand payment under a Letter of Credit, ;
(ivd) errors, omissions, interruptions interruptions, or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex telex, or otherwise, or ; or
(ve) any loss or delay in the transmission or otherwise of any document or draft required in order to make a Disbursement disbursement under a Letter of CreditCredit or of the proceeds thereof. None of the foregoing shall affect, impair impair, or prevent the vesting of any of the rights or powers granted to the Issuer Issuer, the Agent or any Lender with a Revolving Loan Commitment hereunder. In furtherance and extension extension, and not in limitation or derogation derogation, of any of the foregoing, any action taken or omitted to be taken by the Issuer in good faith (and not constituting gross negligence or willful misconduct) shall be binding upon the Borrower, each Obligor and each such Lender, Borrower and shall not put the Issuer Issuer, the Agent or any Lender under any resulting liability to the Borrower, any Obligor or any such Lender, as the case may be.
Appears in 1 contract
Nature of Reimbursement Obligations. The Borrower Borrower, each other Obligor and, to the extent set forth in Section SECTION 2.6.1, each Lender with a Revolving Loan Commitment, shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. The No Issuer (except to the extent of its own gross negligence or willful wilful misconduct) shall not be responsible for for:
(ia) the form, validity, sufficiency, accuracy, genuineness or legal effect of any Letter of Credit or any document submitted by any party in connection with the application for and issuance of a Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged, ;
(iib) the form, validity, sufficiency, accuracy, genuineness or legal effect of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or the proceeds thereof in whole or in part, which may prove to be invalid or ineffective for any reason, ;
(iiic) failure of the beneficiary to comply fully with conditions required in order to demand payment under a Letter of Credit, ;
(ivd) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, or ; or
(ve) any loss or delay in the transmission or otherwise of any document or draft required in order to make a Disbursement under a Letter of Credit. None of the foregoing shall affect, impair or prevent the vesting of any of the rights or powers granted to the any Issuer or any Lender with a Revolving Loan Commitment hereunder. In furtherance and extension and not in limitation or derogation of any of the foregoing, any action taken or omitted to be taken by the an Issuer in good faith (and not constituting gross negligence or willful wilful misconduct) shall be binding upon the Borrower, each Obligor and each such LenderSecured Party, and shall not put the such Issuer under any resulting liability to the Borrower, any Obligor or any such LenderSecured Party, as the case may be.
Appears in 1 contract
Nature of Reimbursement Obligations. The Borrower and, to ----------------------------------- the extent set forth in Section 2.6.1, each Lender with a Revolving Loan Commitment, shall assume all risks of the ------------- acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. The Issuer (except to the extent of its own gross negligence or willful wilful misconduct) shall not be responsible for for:
(ia) the form, validity, sufficiency, accuracy, genuineness or legal effect of any Letter of Credit or any document submitted by any party in connection with the application for and issuance of a Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged, ;
(iib) the form, validity, sufficiency, accuracy, genuineness or legal effect of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or the proceeds thereof in whole or in part, which may prove to be invalid or ineffective for any reason, ;
(iiic) the failure of the beneficiary of a Letter of Credit to comply fully with conditions required in order to demand payment under a Letter of Credit, ;
(ivd) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, or ; or
(ve) any loss or delay in the transmission or otherwise of any document or draft required in order to make a Disbursement under a Letter of Credit. None of the foregoing shall affect, impair or prevent the vesting of any of the rights or powers granted to the Issuer or any Lender with a Revolving Loan Commitment hereunderLender. In furtherance and extension and not in limitation or derogation of any of the foregoing, any action taken or omitted to be taken by the Issuer in good faith (and not constituting gross negligence or willful misconduct) shall be binding upon the Borrower, each Obligor Borrower and each such Lender, and shall not put the Issuer under any resulting liability to the Borrower, any Obligor Borrower or any such Lender, as the case may be.
Appears in 1 contract
Samples: Credit Agreement (One Source Telecommunications Inc)
Nature of Reimbursement Obligations. The Each Borrower and, to the extent set forth in Section 2.6.1, each Lender with a Revolving Loan Commitment, shall assume all risks of the acts, omissions or misuse of any Letter of Credit issued for the account of such Borrower by the beneficiary thereof. The None of the Administrative Agent, any Issuer or any Lender (except to the extent of its own gross negligence or willful misconduct) shall not be responsible for for:
(ia) the form, validity, sufficiency, accuracy, genuineness or legal effect of any Letter of Credit or any document submitted by any party in connection with the application for and issuance of a Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged, ;
(iib) the form, validity, sufficiency, accuracy, genuineness or legal effect of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or the proceeds thereof in whole or in part, which may prove to be invalid or ineffective for any reason, ;
(iiic) failure of the beneficiary to comply fully with conditions required in order to demand payment under a Letter of Credit, ;
(ivd) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex facsimile or otherwise, or ; or
(ve) any loss or delay in the transmission or otherwise of any document or draft required in order to make a Disbursement under a Letter of CreditCredit or of the proceeds thereof. None of the foregoing shall affect, impair or prevent the vesting of any of the rights or powers granted to the Administrative Agent any Issuer or any Lender with a Revolving Loan Commitment hereunder. In furtherance and extension extension, and not in limitation or derogation of any derogation, of the foregoing, any action taken or omitted to be taken by the any Issuer in good faith (and not constituting gross negligence or willful misconduct) shall be binding upon the Borrower, each Obligor and each such Lender, applicable Borrower and shall not put the such Issuer under any resulting liability to the such Borrower, any Obligor or any such Lender, as the case may be.
Appears in 1 contract
Nature of Reimbursement Obligations. The Borrower Borrower, each other Obligor and, to the extent set forth in Section 2.6.1, each Three Year Loan Lender with a Revolving Loan Commitment, shall assume all risks of the acts, omissions or misuse of any the Letter of Credit by the beneficiary thereof. The Letter of Credit Issuer (except to the extent of its own gross negligence or willful wilful misconduct) shall not be responsible for for:
(ia) the form, validity, sufficiency, accuracy, genuineness or legal effect of any the Letter of Credit or any document submitted by any party in connection with the application for and issuance of a the Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged, ;
(iib) the form, validity, sufficiency, accuracy, genuineness or legal effect of any instrument transferring or assigning or purporting to transfer or assign a the Letter of Credit or the rights or benefits thereunder or the proceeds thereof in whole or in part, which may prove to be invalid or ineffective for any reason, ;
(iiic) failure of the beneficiary to comply fully with conditions required in order to demand payment under a the Letter of Credit, ; -44- 52
(ivd) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, or ; or
(ve) any loss or delay in the transmission or otherwise of any document or draft required in order to make a Letter of Credit Disbursement under a the Letter of Credit. None of the foregoing shall affect, impair or prevent the vesting of any of the rights or powers granted to the Letter of Credit Issuer or any Three Year Loan Lender with a Revolving Loan Commitment hereunder. In furtherance and extension and not in limitation or derogation of any of the foregoing, any action taken or omitted to be taken by the Letter of Credit Issuer in good faith (and not constituting gross negligence or willful wilful misconduct) shall be binding upon the Borrower, each Obligor and each such LenderSecured Party, and shall not put the Letter of Credit Issuer under any resulting liability to the Borrower, any Obligor or any such LenderSecured Party, as the case may be. In any event, except to the extent of the Letter of Credit Issuer's gross negligence or wilful misconduct, if the Borrower fails to object with specificity in writing to a draw under the Letter of Credit at least one hour prior to the time the Letter of Credit Issuer is required to make payment of such draw, the Borrower shall be deemed to have waived any objection to the making of such payment.
Appears in 1 contract
Samples: Credit Agreement (Ust Inc)
Nature of Reimbursement Obligations. The Borrower and, to the extent set forth in Section 2.6.1, each Lender with a Revolving Loan Commitment, shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. The Issuer (except to the extent of its own gross negligence or willful misconduct) shall not be responsible for for:
(ia) the form, validity, sufficiency, accuracy, genuineness or legal effect of any Letter of Credit or any document submitted by any party in connection with the application for and issuance of a Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged, ;
(iib) the form, validity, sufficiency, accuracy, genuineness or legal effect of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or the proceeds thereof in whole or in part, which may prove to be invalid or ineffective for any reason, ;
(iiic) failure of the beneficiary to comply fully with conditions required in order to demand payment under a Letter of Credit, ;
(ivd) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, or ; or
(ve) any loss or delay in the transmission or otherwise of any document or draft required in order to make a Disbursement under a Letter of Credit. None of the foregoing shall affect, impair or prevent the vesting of any of the rights or powers granted to the Issuer or any Lender with a Revolving Loan Commitment hereunder. In furtherance and extension and not in limitation or derogation of any of the foregoing, any action taken or omitted to be taken by the Issuer in good faith (and not constituting gross negligence or willful misconduct) shall be binding upon the Borrower, each other Obligor and each such Lender, and shall not put the Issuer under any resulting liability to the Borrower, any other Obligor or any such Lender, as the case may be.
Appears in 1 contract
Nature of Reimbursement Obligations. The Borrower Borrowers and, to the extent set forth in Section 2.6.1, each Lender with a Revolving Loan Commitment, shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. The Issuer (except to the extent of its own gross negligence or willful misconduct) shall not be responsible for for:
(ia) the form, validity, sufficiency, accuracy, genuineness or legal effect of any Letter of Credit or any document submitted by any party in connection with the application for and issuance of a Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged, ;
(iib) the form, validity, sufficiency, accuracy, genuineness or legal effect of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or the proceeds thereof in whole or in part, which may prove to be invalid or ineffective for any reason, ;
(iiic) failure of the beneficiary to comply fully with conditions required in order to demand payment under a Letter of Credit, ;
(ivd) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, or ; or
(ve) any loss or delay in the transmission or otherwise of any document or draft required in order to make a Disbursement under a Letter of Credit. None of the foregoing shall affect, impair or prevent the vesting of any of the rights or powers granted to the Issuer or any Lender with a Revolving Loan Commitment hereunder. In furtherance and extension and not in limitation or derogation of any of the foregoing, any action taken or omitted to be taken by the Issuer in good faith (and not constituting gross negligence or willful misconduct) shall be binding (jointly and severally) upon the BorrowerBorrowers, each Obligor and each such Lender, and shall not put the Issuer under any resulting liability to the BorrowerBorrowers, any Obligor or any such Lender, as the case may be.
Appears in 1 contract
Nature of Reimbursement Obligations. The Borrower Each Borrower, each other Obligor and, to the extent set forth in Section 2.6.1, each Lender with a Revolving Loan Commitment, Lender shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. The Issuer (except to the extent of its own gross negligence or willful misconduct) shall not be responsible for for:
(ia) the form, validity, sufficiency, accuracy, genuineness or legal effect of any Letter of Credit or any document submitted by any party in connection with the application for and issuance of a Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged, ;
(iib) the form, validity, sufficiency, accuracy, genuineness or legal effect of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or the proceeds thereof in whole or in part, which may prove to be invalid or ineffective for any reason, ;
(iiic) failure of the beneficiary to comply fully with conditions required in order to demand payment under a Letter of Credit, ;
(ivd) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, or ; or
(ve) any loss or delay in the transmission or otherwise of any document or draft required in order to make a Disbursement under a Letter of Credit. None of the foregoing shall affect, impair or prevent the vesting of any of the rights or powers granted to the Issuer or any Lender with a Revolving Loan Commitment Lender hereunder. In furtherance and extension and not in limitation or derogation of any of the foregoing, any action taken or omitted to be taken by the Issuer in good faith (and not constituting gross negligence or willful misconduct) shall be binding upon the Borrower, each Obligor and each such LenderSecured Party, and shall not put the Issuer under any resulting liability to the Borrower, any Obligor or any such LenderSecured Party, as the case may be. In any event, if the Issuer notifies the applicable Obligor that a draw under a Letter of Credit is to be made and such Obligor fails to object with specificity in writing to such draw by the close of business on the date such notice is received by such Obligor, all Obligors shall be deemed to have waived any objection to the same.
Appears in 1 contract
