Common use of No Advisory or Fiduciary Responsibility Clause in Contracts

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent and the other Arrangers are arm’s-length commercial transactions between the Loan Parties and their respective Affiliates, on the one hand, and the Administrative Agent, the other Arrangers and the Lenders, on the other hand, (B) each Loan Party has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, each other Arranger and each Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for each Loan Party or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, any other Arranger nor any Lender has any obligation to the Loan Parties or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the other Arrangers, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties and their respective Affiliates, and neither the Administrative Agent nor any other Arranger nor any Lender has any obligation to disclose any of such interests to the Loan Parties or any of their respective Affiliates. To the fullest extent permitted by law, each Loan Party hereby waives and releases any claims that it may have against the Administrative Agent, the other Arrangers and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 22 contracts

Samples: First Amendment to Credit Agreement (Portillo's Inc.), First Amendment to Credit Agreement (Portillo's Inc.), Second Lien Credit Agreement (Portillo's Inc.)

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No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower and each other Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (ia) (Ai) the arranging and other services regarding this Agreement provided by the Administrative Agent and any Affiliate thereof, the other Arrangers Arranger and the Lenders are arm’s-length commercial transactions between the Borrower, each other Loan Parties Party and their respective Affiliates, on the one hand, and the Administrative AgentAgent and, as applicable, its Affiliates (including the Arranger) and the Lenders and their Affiliates (collectively, solely for purposes of this Section, the other Arrangers and the Lenders”), on the other hand, (Bii) each of the Borrower and the other Loan Party Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (Ciii) the Borrower and each other Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) b) (Ai) the Administrative Agent, each other Arranger Agent and its Affiliates (including the Arranger) and each Lenders Lender each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary fiduciary, for each Borrower, any other Loan Party or any of their respective Affiliates, or any other Person and (Bii) neither the Administrative Agent, any other Arranger of its Affiliates (including the Arranger) nor any Lender has any obligation to the Borrower, any other Loan Parties Party or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iiic) the Administrative Agent, Agent and its Affiliates (including the other Arrangers, Arranger) and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower, the other Loan Parties and their respective Affiliates, and neither the Administrative Agent nor Agent, any other Arranger of its Affiliates (including the Arranger) nor any Lender has any obligation to disclose any of such interests to the Borrower, any other Loan Parties Party or any of their respective Affiliates. To the fullest extent permitted by law, each of the Borrower and each other Loan Party hereby waives and releases any claims that it may have against the Administrative Agent, any of its Affiliates (including the other Arrangers and the Lenders Arranger) or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction transactions contemplated hereby.

Appears in 16 contracts

Samples: Credit Agreement (Nuvasive Inc), Credit Agreement (Forest Road Acquisition Corp.), Credit Agreement (Nuvasive Inc)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Borrower, each other Loan Party and each Subsidiary of each Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (ia) (Ai) the arranging and other services regarding this Agreement provided by the Administrative Agent and the other Arrangers Arrangers, and the Lenders are arm’s-length arm’s‑length commercial transactions between the Borrower, each other Loan Parties Party, each Subsidiary of each Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, the other Arrangers each Arranger, and the Lenders, on the other hand, (Bii) each of the Borrower and the other Loan Party Parties, and each Subsidiary of each Loan Party, has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (Ciii) each of the Borrower and each other Loan Party Party, and each Subsidiary of each Loan Party, is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (iib) (Ai) the Administrative Agent, Agent each other Arranger and each Lenders each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for each the Borrower, any other Loan Party Party, any Subsidiary of a Loan Party, or any of their respective Affiliates, or any other Person and (Bii) neither the Administrative Agent, nor any other Arranger nor any Lender has any obligation to the Borrower, any other Loan Parties Party, any Subsidiary of a Loan Party or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; , and (iiic) the Administrative Agent, the other Arrangers, Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower, the other Loan Parties Parties, each Subsidiary of each Loan Party, and their respective Affiliates, and neither the Administrative Agent nor any other Arranger nor any Lender has any obligation to disclose any of such interests to the Borrower, any other Loan Parties Party, any Subsidiary of each Loan Party or any of their respective Affiliates. To the fullest extent permitted by law, each of the Borrower, each other Loan Party and each Subsidiary of each Loan Party hereby waives and releases any claims that it may have against the Administrative Agent, the other Arrangers and the Lenders any Arranger or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 15 contracts

Samples: Credit Agreement (Nexstar Media Group, Inc.), Credit Agreement (Nexstar Media Group, Inc.), Credit Agreement (Nexstar Media Group, Inc.)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan DocumentDocument or any syndication of the credit facility provided hereunder), each Loan Party the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, agrees that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent Agents and the other Arrangers are arm’s-length commercial transactions between the Loan Parties Borrower and their respective its Affiliates, on the one hand, and the Administrative Agent, the other Arrangers Agents and the LendersArrangers, and each of their respective Affiliates, on the other hand, (B) each Loan Party it has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each Loan Party it is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) each of the Administrative AgentAgents, each other Arranger the Arrangers and each Lenders each is and the Borrower has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for each Loan Party or any other party hereto, any Affiliates of their respective Affiliatesany other party hereto, or any other Person and (B) neither none of the Administrative AgentAgents, any other Arranger nor any Lender the Arrangers or the Borrower has any obligation to the Loan Parties each other or any of to their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative AgentAgents, the other Arrangers, the Lenders Arrangers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties Borrower and their respective its Affiliates, and neither none of the Administrative Agent nor any other Arranger nor any Lender Agents or the Arrangers has any obligation to disclose any of such interests to the Loan Parties Borrower or any of their respective its Affiliates. To the fullest extent permitted by law, each Loan Party the Agents, the Arrangers and the Borrower hereby waives waive and releases release any claims that it they may have against the Administrative Agent, the each other Arrangers and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby. Each of the Agent and the Lenders acknowledges and agrees that it has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate.

Appears in 15 contracts

Samples: Credit Agreement (Dte Energy Co), Credit Agreement (Dte Energy Co), Five Year Credit Agreement (DTE Electric Co)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Borrower, each other Loan Party and each Subsidiary of each Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (ia) (Ai) the arranging and other services regarding this Agreement provided by the Administrative Agent and the other Arrangers Arrangers, and the Lenders are arm’s-length commercial transactions between the Borrower, each other Loan Parties Party, each Subsidiary of each Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, the other Arrangers each Arranger, and the Lenders, on the other hand, (Bii) each of the Borrower and the other Loan Party Parties, and each Subsidiary of each Loan Party, has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (Ciii) each of the Borrower and each other Loan Party Party, and each Subsidiary of each Loan Party, is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (iib) (Ai) the Administrative Agent, Agent each other Arranger and each Lenders each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for each the Borrower, any other Loan Party Party, any Subsidiary of a Loan Party, or any of their respective Affiliates, or any other Person and (Bii) neither the Administrative Agent, nor any other Arranger nor any Lender has any obligation to the Borrower, any other Loan Parties Party, any Subsidiary of a Loan Party or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; , and (iiic) the Administrative Agent, the other Arrangers, Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower, the other Loan Parties Parties, each Subsidiary of each Loan Party, and their respective Affiliates, and neither the Administrative Agent nor any other Arranger nor any Lender has any obligation to disclose any of such interests to the Borrower, any other Loan Parties Party, any Subsidiary of each Loan Party or any of their respective Affiliates. To the fullest extent permitted by law, each of the Borrower, each other Loan Party and each Subsidiary of each Loan Party hereby waives and releases any claims that it may have against the Administrative Agent, the other Arrangers and the Lenders any Arranger or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 11 contracts

Samples: Credit Agreement (Nexstar Media Group, Inc.), Credit Agreement (Nexstar Media Group, Inc.), Credit Agreement (Nexstar Media Group, Inc.)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan DocumentFinancing Agreement), each Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent and the other Arrangers are arm’s-length commercial transactions between the Loan Parties and their respective Affiliates, on the one hand, and the Administrative Agent, the other Arrangers and the Lenders, on the other hand, (B) each Loan Party has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan DocumentsFinancing Agreements; (ii) (A) the Administrative Agent, each other Arranger and each Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for each Loan Party or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, any other Arranger nor any Lender has any obligation to the Loan Parties or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan DocumentsFinancing Agreements; and (iii) the Administrative Agent, the other Arrangers, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties and their respective Affiliates, and neither the Administrative Agent nor any other Arranger nor any Lender has any obligation to disclose any of such interests to the Loan Parties or any of their respective Affiliates. To the fullest extent permitted by law, each Loan Party hereby waives and releases any claims that it may have against the Administrative Agent, the other Arrangers and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 10 contracts

Samples: Term Loan Agreement (Albertsons Companies, Inc.), Term Loan Agreement (Albertsons Companies, Inc.), Term Loan Agreement (Albertsons Companies, Inc.)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Company and each other Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (ia) (Ai) the arranging and other services regarding this Agreement provided by the Administrative Agent Agent, the Arrangers and the other Arrangers Lenders are arm’s-length commercial transactions between the Company, each other Loan Parties Party and their respective Affiliates, on the one hand, and the Administrative Agent, the other Arrangers and the Lenders, on the other hand, (Bii) each of the Company and the other Loan Party Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (Ciii) the Company and each other Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (iib) (Ai) the Administrative Agent, each other Arranger the Arrangers and each Lenders each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for each the Company, any other Loan Party or any of their respective Affiliates, or any other Person and (Bii) neither the Administrative Agent, any other Arranger nor any Lender has any obligation to the Company, any other Loan Parties Party or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iiic) the Administrative Agent, the other Arrangers, Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, the other Loan Parties and their respective Affiliates, and neither the Administrative Agent nor Agent, any other Arranger Arranger, nor any Lender has any obligation to disclose any of such interests to the Company, any other Loan Parties Party or any of their respective Affiliates. To the fullest extent permitted by law, each of the Company and each other Loan Party hereby waives and releases any claims that it may have against the Administrative Agent, the other Arrangers and the Lenders or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 10 contracts

Samples: Credit Agreement (Chicago Bridge & Iron Co N V), Term Loan Agreement (Chicago Bridge & Iron Co N V), Credit Agreement (Chicago Bridge & Iron Co N V)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Loan Party Parties acknowledges and agrees, and acknowledges its Affiliates' understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent and the other Arrangers Arrangers, are arm’sarm's-length commercial transactions between the Loan Parties and their respective Affiliates, on the one hand, and the Administrative Agent, the other Arrangers Agent and the LendersArrangers, on the other hand, (B) each of the Loan Party Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Loan Party Parties is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, each other Arranger Agent and each Lenders the Arrangers each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for each the Loan Party Parties or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, any other Arranger Agent nor any Lender Arranger has any obligation to the Loan Parties or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, Agent and the other Arrangers, the Lenders Arrangers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties and their respective Affiliates, and neither the Administrative Agent nor any other Arranger nor any Lender has any obligation to disclose any of such interests to the Loan Parties or any of and their respective Affiliates. To the fullest extent permitted by lawLaw, each of the Loan Party Parties hereby waives and releases any claims that it may have against the Administrative Agent, the other Arrangers Agent and the Lenders Arrangers with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 10 contracts

Samples: Credit Agreement (Vectren Utility Holdings Inc), Credit Agreement (Vectren Utility Holdings Inc), Credit Agreement (Vectren Utility Holdings Inc)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent and the other Arrangers are arm’s-length commercial transactions between the Loan Parties and their respective Affiliates, on the one hand, and the Administrative Agent, the other Arrangers and the Lenders, on the other hand, (B) each Loan Party has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, each other Arranger and each Lenders Lender each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for each Loan Party or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, any other Arranger nor any Lender has any obligation to the Loan Parties or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the other Arrangers, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties and their respective Affiliates, and neither the Administrative Agent nor any other Arranger nor any Lender has any obligation to disclose any of such interests to the Loan Parties or any of their respective Affiliates. To the fullest extent permitted by law, each Loan Party hereby waives and releases any claims that it may have against the Administrative Agent, the other Arrangers and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 9 contracts

Samples: Credit Agreement (Signify Health, Inc.), Credit Agreement (Signify Health, Inc.), Credit Agreement (Signify Health, Inc.)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent and the other Arrangers Arranger are arm’s-length commercial transactions between the Loan Parties and their respective Affiliates, on the one hand, and the Administrative Agent, the other Arrangers Arranger and the Lenders, on the other hand, (B) each Loan Party has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, each other Arranger and each Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for each Loan Party or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, any other Arranger nor any Lender has any obligation to the Loan Parties or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the other ArrangersArranger, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties and their respective Affiliates, and neither the Administrative Agent nor any other Arranger nor any Lender has any obligation to disclose any of such interests to the Loan Parties or any of their respective Affiliates. To the fullest extent permitted by law, each Loan Party hereby waives and releases any claims that it may have against the Administrative Agent, the other Arrangers Arranger and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 8 contracts

Samples: First Lien Credit Agreement (Option Care Health, Inc.), First Lien Credit Agreement (Option Care Health, Inc.), Abl Credit Agreement (Option Care Health, Inc.)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent Agent, the Lead Arrangers and the other Arrangers Collateral Agent are arm’s-length commercial transactions between the Loan Parties and their respective Affiliates, on the one hand, and the Administrative Agent, the other Arrangers Lead Arrangers, the Collateral Agent and the Lenders, on the other hand, (B) each Loan Party has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Collateral Agent, each other Lead Arranger and each Lenders Lender each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for each Loan Party or any of their respective Affiliates, or any other Person and (B) neither none of the Administrative Agent, any other Arranger nor any Lender the Collateral Agent, the Lead Arrangers or the Lenders has any obligation to the Loan Parties or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the other Collateral Agent, the Lead Arrangers, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties and their respective Affiliates, and neither none of the Administrative Agent nor any other Arranger nor any Lender Agent, the Collateral Agent, the Lead Arrangers or the Lenders has any obligation to disclose any of such interests to the Loan Parties or any of their respective Affiliates. To the fullest extent permitted by law, each Loan Party hereby waives and releases agrees not to make any claims that it may have claim against the Administrative Agent, the other Collateral Agent, the Lead Arrangers and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 8 contracts

Samples: Credit Agreement (Avantor, Inc.), Credit Agreement (Avantor, Inc.), Credit Agreement (Avantor, Inc.)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Company and each other Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent Agent, the Arrangers and the other Arrangers Lenders are arm’s-length commercial transactions between the Company, each other Loan Parties Party and their respective Affiliates, on the one hand, and the Administrative Agent, the other Arrangers and the Lenders, on the other hand, (B) each of the Company and the other Loan Party Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Company and each other Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, each other Arranger the Arrangers and each Lenders each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for each the Company, any other Loan Party or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, any other Arranger the Arrangers nor any Lender has any obligation to the Company, any other Loan Parties Party or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the other Arrangers, Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, the other Loan Parties and their respective Affiliates, and neither the Administrative Agent nor any other Arranger Agent, the Arrangers nor any Lender has any obligation to disclose any of such interests to the Company, any other Loan Parties Party or any of their respective Affiliates. To Each of the fullest extent permitted by law, each Company and the other Loan Party Parties hereby waives and releases any claims agrees that it may have against will not claim that any of the Administrative Agent, the other Arrangers Arrangers, any Lender and the Lenders with any of their respective Affiliates has rendered advisory services of any nature or respect to any breach or alleged breach of agency or owes a fiduciary duty or similar duty to it in connection with any aspect of any transaction contemplated hereby.

Appears in 7 contracts

Samples: Credit Agreement (Smithfield Foods Inc), Credit Agreement (Smithfield Foods Inc), Amendment No. 2 to Credit Agreement (Smithfield Foods Inc)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each Loan Party acknowledges the Credit Parties acknowledge and agreesagree, and acknowledges its acknowledge their Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent Agent, the Arranger, the Lenders and the other Arrangers are arm’s-length commercial transactions between the Loan Credit Parties and their respective Affiliates, on the one hand, and the Administrative Agent, the other Arrangers Lenders and the LendersArrangers, on the other hand, (B) each Loan Party has the Credit Parties have consulted its their own legal, accounting, regulatory and tax advisors to the extent it has they have deemed appropriate, and (C) each Loan Party is the Credit Parties are capable of evaluating, and understands understand and acceptsaccept, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, each other Arranger Lender and each Lenders Arranger each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for each Loan any Credit Party or any of their respective its Affiliates, or any other Person and (B) neither the Administrative Agent, any other Arranger Lender nor any Lender Arranger has any obligation to the Loan Parties any Credit Party or any of their respective its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the other Arrangers, Lenders and the Lenders Arrangers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Credit Parties and their respective Affiliates, and neither the Administrative Agent Agent, any Lender nor any other Arranger nor any Lender has any obligation to disclose any of such interests to the Loan Credit Parties or their Affiliates. Each Credit Party agrees that it will not claim that any of their respective Affiliates. To the fullest extent permitted by law, each Loan Party hereby waives and releases any claims that it may have against the Administrative Agent, the other Lenders or Arrangers and the Lenders with has rendered advisory services of any nature or respect or owes a fiduciary or similar duty to any breach or alleged breach of agency or fiduciary duty such Credit Party, in connection with any aspect of any transaction transactions contemplated hereby.

Appears in 6 contracts

Samples: Credit Agreement (Sabra Health Care REIT, Inc.), Credit Agreement (Sabra Health Care REIT, Inc.), Credit Agreement (Sabra Health Care REIT, Inc.)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each Loan Party Credit Parties acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent Agent, the Arranger and the other Arrangers Lenders are arm’s-length commercial transactions between the Loan Credit Parties and their respective Affiliates, on the one hand, and the Administrative Agent, the other Arrangers Arranger and the Lenders, on the other hand, (B) each Loan Credit Party has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each Loan Credit Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, each other the Arranger and each Lenders each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for each Loan any Credit Party or any of their respective its Affiliates, or any other Person and (B) neither none of the Administrative Agent, any other Arranger nor or any Lender has any obligation to the Loan Parties any Credit Party or any of their respective its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the other ArrangersArranger, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Credit Parties and their respective Affiliates, and neither none of the Administrative Agent nor any other Agent, the Arranger nor any Lender has have any obligation to disclose any of such interests to the Loan Credit Parties or any of their respective Affiliates. To the fullest extent permitted by law, each Loan Party the Credit Parties hereby waives waive and releases release any claims that it they may have against the Administrative Agent, the other Arrangers Agent and the Lenders Arranger with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 6 contracts

Samples: Credit Agreement (Fluent, Inc.), Credit Agreement (Fluent, Inc.), Credit Agreement (Fluent, Inc.)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Loan Party Parties acknowledges and agrees, agrees and acknowledges its Affiliates’ understanding, that: understanding that (i) (Ai)(A) the arranging and other services regarding this Agreement provided by the Administrative Agent and and/or the other Arrangers Lenders are arm’s-length commercial transactions between the Loan Parties and their respective Affiliates, on the one hand, and the Administrative Agent, the other Arrangers Agent and the Lenders, on the other hand, (B) each of the Loan Party has Parties have consulted its their own legal, accounting, regulatory and tax advisors to the extent it has they have deemed appropriate, and (C) each if the Loan Party Parties is capable of evaluatingevaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (iiii)(A) (A) each of the Administrative Agent, each other Arranger Agent and each the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for each the Borrower, any other Loan Party or any of their respective Affiliates, or any other Person Person, and (B) neither the Administrative Agent, any other Arranger Agent nor any Lender has any obligation to the Borrower, any other Loan Parties Party or any of their respective Affiliates with respect to the transactions credit facilities contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the other Arrangers, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower, the other Loan Parties and their respective Affiliates, and neither each of the Administrative Agent nor any other Arranger nor any Lender and the Lenders has any no obligation to disclose any of such interests to the Borrower, any other Loan Parties Party or any of their respective Affiliates. To the fullest extent permitted by law, each of the Borrower and the other Loan Party Parties hereby waives and releases any claims that it may have against the Administrative Agent, the other Arrangers and the Lenders Agent or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 6 contracts

Samples: Credit and Guaranty Agreement (CareTrust REIT, Inc.), Credit and Guaranty Agreement (CareTrust REIT, Inc.), Credit and Guaranty Agreement (CareTrust REIT, Inc.)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each Loan Party of the Credit Parties acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent and the other Arrangers Arrangers, are arm’s-length commercial transactions between the Loan Credit Parties and their respective Affiliates, on the one hand, and the Administrative Agent, the other Arrangers Agent and the LendersArrangers, on the other hand, (B) each Loan Party of the Credit Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each Loan Party of the Credit Parties is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, Agent and each other Arranger and each Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for each Loan Party the Credit Parties or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, Agent nor any other Arranger nor any Lender has any obligation to the Loan Credit Parties or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, Agent and the other Arrangers, the Lenders Arrangers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Credit Parties and their respective Affiliates, and neither the Administrative Agent nor any other Arranger nor any Lender has any obligation to disclose any of such interests to the Loan Credit Parties or any of and their respective Affiliates. To the fullest extent permitted by law, each Loan Party of the Credit Parties hereby waives and releases any claims that it may have against the Administrative Agent, Agent and the other Arrangers and the Lenders in their capacities as such with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated herebytheir actions in arranging the Loans and negotiating the Loan Documents.

Appears in 6 contracts

Samples: Credit Agreement (DCP Midstream, LP), Credit Agreement (DCP Midstream, LP), Term Loan Agreement (DCP Midstream Partners, LP)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent and the other Arrangers are arm’s-length commercial transactions between the Loan Parties and their respective Affiliates, on the one hand, and the Administrative Agent, the other Arrangers and the Lenders, on the other hand, (B) each Loan Party has consulted its own legal, accounting, regulatory and tax Tax advisors to the extent it has deemed appropriate, and (C) each Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, each other Arranger the Arrangers and each Lenders Lender each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant partiesparties or except as otherwise provided herein, has not been, is not, and will not be acting as an advisor, agent or fiduciary for each Loan Party or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, any other Arranger the Arrangers nor any Lender has any obligation to the Loan Parties or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the other Arrangers, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties and their respective Affiliates, and neither the Administrative Agent nor any other Arranger the Arrangers nor any Lender has any obligation to disclose any of such interests to the Loan Parties or any of their respective Affiliates. To the fullest extent permitted by law, each Loan Party hereby waives and releases any claims that it may have against the Administrative Agent, the other Arrangers and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 5 contracts

Samples: Restatement Agreement (Blucora, Inc.), Credit Agreement (Blucora, Inc.), Credit Agreement (Blucora, Inc.)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (ia) (Ai) the arranging and other services regarding this Agreement provided by the Administrative Agent and the other Arrangers are arm’s-length commercial transactions between the Loan Parties and their respective Affiliates, on the one hand, and the Administrative Agent, the other Arrangers and the Lenders, on the other hand, (Bii) each Loan Party has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (Ciii) each Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) b) (Ai) the Administrative Agent, each other Arranger and each Lenders each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for each Loan Party or any of their respective Affiliates, or any other Person and (Bii) neither the Administrative Agent, any other Arranger nor any Lender has any obligation to the Loan Parties or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iiic) the Administrative Agent, the other Arrangers, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties and their respective Affiliates, and neither the Administrative Agent nor any other Arranger nor any Lender has any obligation to disclose any of such interests to the Loan Parties or any of their respective Affiliates. To the fullest extent permitted by lawapplicable Law, each Loan Party hereby waives and releases any claims that it may have against the Administrative Agent, the other Arrangers and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 5 contracts

Samples: Credit Agreement (Liberty Latin America Ltd.), Additional Facility Joinder Agreement (Liberty Latin America Ltd.), Extension Amendment (Liberty Latin America Ltd.)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower and each other Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, agrees that: (a) (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent Lenders and the other Arrangers their Affiliates are arm’s-length commercial transactions between the Borrower, each other Loan Parties Party and their respective Affiliates, on the one hand, and the Administrative Agent, the other Arrangers Lenders and the Lenderstheir Affiliates, on the other hand, (Bii) the Borrower and each other Loan Party has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (Ciii) the Borrower and each other Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (iib) (Ai) each of the Administrative Agent, each other Arranger Lenders and each Lenders each their Affiliates is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for each the Borrower, any other Loan Party or any of their respective Affiliates, or any other Person and (Bii) neither the Administrative Agent, no Lender or any other Arranger nor any Lender of its Affiliates has any obligation to the Borrower, any other Loan Parties Party or any of their respective Affiliates with respect to the transactions contemplated hereby except except, in the case of a Lender, those obligations expressly set forth herein and in the other Loan Documents; and (iiic) the Administrative Agent, the other Arrangers, each of the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower, each other Loan Parties Party and their respective Affiliates, and neither the Administrative Agent nor no Lender or any other Arranger nor any Lender of its Affiliates has any obligation to disclose any of such interests to the Borrower, any other Loan Parties Party or any of their respective Affiliates. To the fullest extent permitted by law, the Borrower and each other Loan Party hereby waives and releases any claims that it they may have against the Administrative Agent, the other Arrangers and each of the Lenders and their Affiliates with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 5 contracts

Samples: Credit Agreement (Kimball Electronics, Inc.), Credit Agreement (Kimball Electronics, Inc.), Credit Agreement (Kimball International Inc)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Company and each other Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent Agent, the Arrangers and the other Arrangers Lenders are arm’s-length commercial transactions between the Company, each other Loan Parties Party and their respective Affiliates, on the one hand, and the Administrative Agent, the other Arrangers and the Lenders, on the other hand, (B) each of the Company and the other Loan Party Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Company and each other Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, each other Arranger and each Lenders each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for each the Company, any other Loan Party or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, any other Arranger nor any Lender Arranger or any Lender, has any obligation to the Company, any other Loan Parties Party or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the other Arrangers, Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, the other Loan Parties and their respective Affiliates, and neither the Administrative Agent Agent, nor any other Arranger nor or any Lender Lender, has any obligation to disclose any of such interests to the Company, any other Loan Parties Party or any of their respective Affiliates. To the fullest extent permitted by law, each of the Company and each other Loan Party hereby waives and releases any claims that it may have against the Administrative Agent, the other Arrangers and the Lenders any Arranger or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 5 contracts

Samples: Term Loan Agreement (Jacobs Solutions Inc.), Credit Agreement (Jacobs Solutions Inc.), Credit Agreement (Jacobs Engineering Group Inc /De/)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Company and each other Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, understanding that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent Agent, the Lenders and the other Arrangers Arrangers, are arm’s-length commercial transactions between the each Loan Parties and their respective Affiliates, on the one hand, and the Administrative Agent, the other Arrangers Lenders and the LendersArrangers, on the other hand, (B) each Loan Party has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) ), the Administrative Agent, each other Arranger Lender and each Lenders Arranger each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for each any Loan Party or any of their its respective Affiliates, Affiliates or any other Person and (B) neither the Administrative Agent, any other Arranger Agent nor any Lender nor any Arranger has any obligation to the any Loan Parties Party or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the other Arrangers, the Lenders each Lender and each Arranger and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties and their respective Affiliates, and neither the Administrative Agent nor any other Arranger Lender nor any Lender Arranger has any obligation to disclose any of such interests to the Loan Parties or any of their respective Affiliates. To the fullest extent permitted by law, the Guarantor, the Company, and each other Loan Party Party, each hereby waives and releases any claims that it may have against the Administrative Agent, the other Arrangers Lenders and the Lenders Arrangers with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby. Each Guarantor, Borrower, and other Loan Party agree that it will not claim that the Administrative Agent, the Lenders or the Arrangers have rendered advisory services of any nature or respect or owe a fiduciary or similar duty to any Guarantor, Borrower, or other Loan Party, in connection with such transactions or the process leading thereto.

Appears in 4 contracts

Samples: Credit Agreement (Warner Bros. Discovery, Inc.), Credit Agreement (Discovery, Inc.), Credit Agreement (Discovery Communications, Inc.)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower, Holdings and each other Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (ia) (Ai) the arranging and other services regarding this Agreement provided by the Administrative Agent Agent, the Arranger and the other Arrangers Lenders and their respective Affiliates are arm’s-length commercial transactions between the Borrower, Holdings, each other Loan Parties Party and their respective Affiliates, on the one hand, and the Administrative Agent, the other Arrangers Arranger and the LendersLenders and their respective Affiliates, on the other hand, (Bii) each of the Borrower, Holdings and the other Loan Party Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (Ciii) the Borrower, Holdings and each other Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (iib) (Ai) the Administrative Agent, each other the Arranger and each Lenders Lender and each of their respective Affiliates each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary fiduciary, for each the Borrower, Holdings, any other Loan Party or any of their respective Affiliates, or any other Person and (Bii) neither the Administrative Agent, any other Arranger the Arranger, nor any Lender nor any of their respective Affiliates has any obligation to the Borrower, Holdings, any other Loan Parties Party or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iiic) the Administrative Agent, the other Arrangers, Arranger and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower, Holdings, the other Loan Parties and their respective Affiliates, and neither the Administrative Agent nor any other Arranger Agent, the Arranger, nor any Lender nor any of their respective Affiliates has any obligation to disclose any of such interests to the Borrower, Holdings, any other Loan Parties Party or any of their respective Affiliates. To the fullest extent permitted by law, each of the Borrower, Holdings and each other Loan Party hereby waives and releases any claims that it may have against the Administrative Agent, the other Arrangers and Arranger, the Lenders and their respective Affiliates with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction transactions contemplated hereby.

Appears in 4 contracts

Samples: Credit Agreement (Cambium Networks Corp), Credit Agreement (Cambium Networks Corp), Credit Agreement (Paycom Software, Inc.)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Company and each other Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent Agent, the Arrangers and the other Arrangers Lenders are arm’s-length commercial transactions between the Company, each other Loan Parties Party and their respective Affiliates, on the one hand, and the Administrative Agent, the other Arrangers and the Lenders, on the other hand, (B) each of the Company and the other Loan Party Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Company and each other Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, each other Arranger the Arrangers and each Lenders each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for each the Company, any other Loan Party or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, any other Arranger the Arrangers nor any Lender has any obligation to the Company, any other Loan Parties Party or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the other Arrangers, Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, the other Loan Parties and their respective Affiliates, and neither the Administrative Agent nor any other Arranger Agent, the Arrangers nor any Lender has any obligation to disclose any of such interests to the Company, any other Loan Parties Party or any of their respective Affiliates. To the fullest extent permitted by law, each of the Company and each other Loan Party hereby waives and releases any claims that it may have against the Administrative Agent, the other Arrangers and the Lenders or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 4 contracts

Samples: Refinancing Amendment (Hologic Inc), Refinancing Amendment (Hologic Inc), Credit and Guaranty Agreement (Hologic Inc)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Loan Party Parties acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent Agents and the other Arrangers Lenders are arm’s-length commercial transactions between the Loan Parties and their respective Affiliates, on the one hand, and the Administrative Agent, the other Arrangers Agents and the Lenders, on the other hand, (B) each of the Loan Party Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Loan Party Parties is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) each of the Administrative Agent, each other Arranger Agents and each Lenders each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for each the Loan Party Parties or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, any other Arranger nor any no Agent or Lender has any obligation to the Loan Parties or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the other ArrangersAgents, the Lenders and their respective Affiliates and branches may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties and their respective Affiliates, and neither the Administrative no Agent nor or Lender or any other Arranger nor any Lender of their respective Affiliates or branches has any obligation to disclose any of such interests to the Loan Parties or any of their respective Affiliates. To the fullest extent permitted by law, except in connection with the gross negligence and willful misconduct of the Agents, the Lenders or their respective Affiliates or branches, each of the Loan Party Parties hereby waives and releases any claims that it may have against the Administrative Agent, the other Arrangers and Agents or the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby. Each Loan Party acknowledges and agrees that in connection with all aspects of any transaction contemplated by the Loan Documents, Loan Parties, the Agents and Lenders have an arm’s-length business relationship that creates no fiduciary duty on the part of any Agent or any Lender, and each Loan Party, each Agent and each Lender expressly disclaims any fiduciary relationship.

Appears in 4 contracts

Samples: Term Loan and Security Agreement (Birks Group Inc.), Term Loan and Security Agreement (Birks Group Inc.), Term Loan and Security Agreement (Birks & Mayors Inc.)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Loan Parties each Loan Party acknowledges acknowledge and agrees, and acknowledges its Affiliates’ understanding, agree that: (i) ) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent Agent, the Arrangers, and the other Arrangers Lenders are arm’s-length commercial transactions between the Loan Parties and their respective Affiliates, on the one hand, and the Administrative Agent, the other Arrangers Arrangers, and the Lenders, on the other hand, (B) each of the Loan Party Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, each other Arranger the Arrangers, and each the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for each any Loan Party or any of their respective Affiliates, or any other Person Person, and (B) neither the Administrative Agent, any other Arranger the Arrangers, nor any Lender has any obligation to the any Loan Parties Party or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the other Arrangers, the Lenders Lenders, and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the each Loan Parties Party and their respective Affiliates, and neither the Administrative Agent nor any other Arranger Agent, the Arrangers, nor any Lender has any obligation to disclose any of such interests to the any Loan Parties Party or any of their respective Affiliates. To the fullest extent permitted by law, each Loan Party hereby waives and releases any claims that it may have against the Administrative Agent, the other Arrangers and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.. 11.17

Appears in 4 contracts

Samples: Credit Agreement (Tutor Perini Corp), Credit Agreement (Tutor Perini Corp), Credit Agreement (Tutor Perini Corp)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower and each other Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, understanding that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent Agent, the Lenders and the other Arrangers Arrangers, are arm’s-length commercial transactions between the each Loan Parties and their respective Affiliates, on the one hand, and the Administrative Agent, the other Arrangers Lenders and the LendersArrangers, on the other hand, (B) each Loan Party has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) ), the Administrative Agent, each other Arranger Lender and each Lenders each Arranger is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for each any Loan Party or any of their its respective Affiliates, Affiliates or any other Person and (B) neither the Administrative Agent, any other Arranger Agent nor any Lender has nor the Arrangers have any obligation to the any Loan Parties Party or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, each Lender and the other Arrangers, the Lenders Arrangers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties and their respective Affiliates, and neither the Administrative Agent nor any other Arranger Lender nor any Lender Arranger has any obligation to disclose any of such interests to the Loan Parties or any of their respective Affiliates. To the fullest extent permitted by law, the Guarantors, the Borrower, and each other Loan Party Party, each hereby waives and releases any claims that it may have against the Administrative Agent, the other Arrangers Lenders and the Lenders Arrangers with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby. Each Guarantor, the Borrower, and other Loan Party agree that it will not claim that the Administrative Agent, the Lenders or the Arrangers have rendered advisory services of any nature or respect or owe a fiduciary or similar duty to any Guarantor, the Borrower, or other Loan Party, in connection with such transactions or the process leading thereto.

Appears in 3 contracts

Samples: Credit Agreement (Warner Bros. Discovery, Inc.), Credit Agreement (Warner Bros. Discovery, Inc.), Credit Agreement (At&t Inc.)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each Loan Party Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, agrees that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent Agent, the Lenders and the other Arrangers Arrangers, are arm’s-length commercial transactions between such Borrower and the other Loan Parties and their respective Affiliates, on the one hand, and the Administrative Agent, the other Arrangers Lenders and the LendersArrangers, on the other hand, (B) such Borrower and each other Loan Party has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) such Borrower and each other Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, each other Arranger the Lenders and each Lenders each is the Arrangers are and has have been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has have not been, is are not, and will not be acting as an advisor, agent or fiduciary for each such Borrower, any other Loan Party or any of their respective Affiliates, or any other Person and (B) neither none of the Administrative Agent, any other Arranger the Lenders nor any Lender has the Arrangers have any obligation to the such Borrower, any other Loan Parties Party or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the other Arrangers, Lenders and the Lenders Arrangers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of such Borrower, the other Loan Parties and their respective Affiliates, and neither none of the Administrative Agent Agent, the Lenders nor any other Arranger nor any Lender has the Arrangers have any obligation to disclose any of such interests to the any Borrower, any other Loan Parties Party or any of their respective Affiliates. To the fullest extent permitted by law, each Borrower and each other Loan Party hereby waives and releases any claims that it may have against the Administrative Agent, the other Arrangers Lenders and the Lenders Arrangers with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 3 contracts

Samples: Credit Agreement (Analog Devices Inc), Credit Agreement (Analog Devices Inc), Credit Agreement (Analog Devices Inc)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent and the other Arrangers are arm’s-length commercial transactions between the Loan Parties and their respective Affiliates, on the one hand, and the Administrative Agent, the other Arrangers and the Lenders, on the other hand, (B) each Loan Party has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, each other Arranger and each Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for each Loan Party or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, any other Arranger nor any Lender has any obligation to the Loan Parties or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the other Arrangers, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from from, or conflict with, those of the Loan Parties and their respective Affiliates, and neither the Administrative Agent nor any other Arranger nor any Lender has any obligation to disclose any of such interests to the Loan Parties or any of their respective Affiliates. To the fullest extent permitted by law, each Loan Party hereby waives and releases any claims that it may have against the Administrative Agent, the other Arrangers and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 3 contracts

Samples: Credit Agreement (Vivint Smart Home, Inc.), Credit Agreement (Vivint Smart Home, Inc.), Credit Agreement (APX Group Holdings, Inc.)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each Loan Party of the Borrower, the Parent and the General Partner acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (Ai)(A) the arranging and other services regarding this Agreement provided by the Administrative Agent Agent, BofA Securities, the other Arranger and the other Arrangers Lenders are arm’s-length commercial transactions between the Loan Parties Borrower, the Parent, the General Partner and their respective Affiliates, on the one hand, and the Administrative Agent, BofA Securities, the other Arrangers Arranger and the Lenders, on the other hand, (B) each Loan Party of the Borrower, the Parent and the General Partner has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each Loan Party of the Borrower, the Parent and the General Partner is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (Aii)(A) the Administrative Agent, BofA Securities, each other Arranger and each Lenders Lender each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for each Loan Party the Borrower, the Parent, the General Partner or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, BofA Securities, any other Arranger nor any Lender has any obligation to the Loan Parties Borrower, the Parent, the General Partner or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, BofA Securities, the other Arrangers, Arranger(s) and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties Borrower, the Parent, the General Partner and their respective Affiliates, and neither the Administrative Agent nor Agent, BofA Securities, any other Arranger nor any Lender has any obligation to disclose any of such interests to the Loan Parties Borrower, the Parent, the General Partner or any of their respective Affiliates. To the fullest extent permitted by law, each Loan Party of the Borrower, the Parent and the General Partner hereby waives and releases any claims that it may have against the Administrative Agent, BofA Securities, the other Arrangers and the Lenders Arranger(s) or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 3 contracts

Samples: Credit Agreement (Suburban Propane Partners Lp), Credit Agreement (Suburban Propane Partners Lp), Credit Agreement (Suburban Propane Partners Lp)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (Aa)(i) the arranging and other services regarding this Agreement provided by the Administrative Agent and the other Arrangers are arm’s-length commercial transactions between the Loan Parties and their respective Affiliates, on the one hand, and the Administrative Agent, the other Arrangers and the Lenders, on the other hand, (Bii) each Loan Party has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (Ciii) each Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) b) (Ai) the Administrative Agent, each other Arranger and each Lenders each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for each Loan Party or any of their respective Affiliates, or any other Person and (Bii) neither the Administrative Agent, any other Arranger nor any Lender has any obligation to the Loan Parties or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iiic) the Administrative Agent, the other Arrangers, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties and their respective Affiliates, and neither the Administrative Agent nor any other Arranger nor any Lender has any obligation to disclose any of such interests to the Loan Parties or any of their respective Affiliates. To the fullest extent permitted by applicable law, each Loan Party hereby waives and releases any claims that it may have against the Administrative Agent, the other Arrangers and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 3 contracts

Samples: Additional Facility Joinder Agreement (Liberty Latin America Ltd.), Credit Agreement (Liberty Latin America Ltd.), Credit Agreement (Liberty Latin America Ltd.)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Company and each other Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (ia) (Ai) the arranging and other services regarding this Agreement provided by the Administrative Agent and any Affiliate thereof, the other Arrangers and the Lenders are arm’s-length commercial transactions between the Company, each other Loan Parties Party and their respective Affiliates, on the one hand, and the Administrative AgentAgent and, as applicable, its Affiliates (including any Affiliate that is an Arranger) and the Lenders and their Affiliates (including any Affiliate that is an Arranger) (collectively, solely for purposes of this Section, the other Arrangers and the Lenders”), on the other hand, (Bii) each of the Company and the other Loan Party Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (Ciii) the Company and each other Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (iib) (Ai) the Administrative Agent, each other Arranger Agent and its Affiliates (including any Affiliate that is an Arranger) and each Lenders Lender each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary fiduciary, for each the Company, any other Loan Party or any of their respective Affiliates, or any other Person and (Bii) neither the Administrative Agent, any other Arranger of its Affiliates (including any Affiliate that is an Arranger) nor any Lender has any obligation to the Company, any other Loan Parties Party or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iiic) the Administrative Agent, the other Arrangers, Agent and its Affiliates (including any Affiliate that is an Arranger) and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, the other Loan Parties and their respective Affiliates, and neither the Administrative Agent nor Agent, any other Arranger of its Affiliates (including any Affiliate that is an Arranger) nor any Lender has any obligation to disclose any of such interests to the Company, any other Loan Parties Party or any of their respective Affiliates. To the fullest extent permitted by law, each of the Company and each other Loan Party hereby waives and releases any claims that it may have against the Administrative Agent, the other Arrangers and the Lenders any of its Affiliates (including any Affiliate that is an Arranger) or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction transactions contemplated hereby.

Appears in 3 contracts

Samples: Credit Agreement (Vertex Pharmaceuticals Inc / Ma), Credit Agreement (Vertex Pharmaceuticals Inc / Ma), Credit Agreement (Vertex Pharmaceuticals Inc / Ma)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent and the other Arrangers are arm’s-length arm’s‑length commercial transactions between the Loan Parties and their respective Affiliates, on the one hand, and the Administrative Agent, the other Arrangers and the Lenders, on the other hand, (B) each Loan Party has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, each other Arranger and each Lenders Lender each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for each Loan Party or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, any other Arranger nor any Lender has any obligation to the Loan Parties or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the other Arrangers, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties and their respective Affiliates, and neither the Administrative Agent nor any other Arranger nor any Lender has any obligation to disclose any of such interests to the Loan Parties or any of their respective Affiliates. To the fullest extent permitted by law, each Loan Party hereby waives and releases any claims that it may have against the Administrative Agent, the other Arrangers and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 3 contracts

Samples: First Lien Credit Agreement (Jason Industries, Inc.), First Lien Credit Agreement (Jason Industries, Inc.), Second Lien Credit Agreement (Jason Industries, Inc.)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent Agent, the Arranger, and the other Arrangers Lenders are arm’s-length commercial transactions between the Loan Parties and their respective Affiliates, on the one hand, and the Administrative Agent, the Arranger, the other Arrangers Lead Arranger(s) and the Lenders, on the other hand, (B) each Loan Party has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, each other the Arranger and each Lenders each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for each the Borrowers, any other Loan Party or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, any other the Arranger nor any Lender has any obligation to the any Loan Parties Party or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the other Arrangers, Arranger and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties and their respective Affiliates, and neither the Administrative Agent nor any other Arranger Agent, the Arranger, nor any Lender has any obligation to disclose any of such interests to the any Loan Parties Party or any of their respective Affiliates. To the fullest extent permitted by law, each Borrower and each other Loan Party hereby waives and releases any claims that it may have against the Administrative Agent, the other Arrangers and the Lenders Arranger or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 3 contracts

Samples: Credit Agreement (Career Education Corp), Credit Agreement (Career Education Corp), Credit Agreement (Career Education Corp)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Loan Party Parties acknowledges and agrees, and acknowledges its Affiliates’ understanding, agrees that: (ia) (Ai) the arranging and other services regarding this Agreement provided by the Administrative Agent Agent, the Lead Arrangers and the other Arrangers Bookrunners are arm’s-length commercial transactions between the Loan Parties and their respective AffiliatesParties, on the one hand, and the Administrative Agent, the other Lead Arrangers and the Lendersother Bookrunners, on the other hand, (Bii) each of the Loan Party Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (Ciii) each of the Loan Party Parties is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (iib) (Ai) each of the Administrative Agent, each the Lead Arrangers and the other Arranger and each Lenders each Bookrunners is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for each any Loan Party or any of their respective Affiliates, or any other Person and (Bii) neither none of the Administrative Agent, any the Lead Arrangers or the other Arranger nor any Lender Bookrunners has any obligation to the any Loan Parties Party or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iiic) the Administrative Agent, the Lead Arrangers and the other Arrangers, the Lenders Bookrunners and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties and their respective Affiliates, and neither none of the Administrative Agent nor any Agent, the Lead Arrangers or the other Arranger nor any Lender Bookrunners has any obligation to disclose any of such interests to the any Loan Parties Party or any of their respective Affiliates. To the fullest extent permitted by law, each Loan Party hereby waives and releases any claims that it may have against each of the Administrative Agent, the other Lead Arrangers and the Lenders other Bookrunners with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 3 contracts

Samples: Senior Secured Term Facility Credit Agreement (Chemtura CORP), Senior Secured Term Facility Credit Agreement (Chemtura CORP), Senior Secured Term Facility Credit Agreement (Chemtura CORP)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent and the other Arrangers Arranger are arm’s-length commercial transactions between the Loan Parties and their respective Affiliates, on the one hand, and the Administrative Agent, the other Arrangers Arranger and the Lenders, on the other hand, (B) each Loan Party has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, each other Arranger and each Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for each Loan Party or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, any other Arranger nor any Lender has any obligation to the Loan Parties or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the other ArrangersArranger, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties and their respective Affiliates, and neither the Administrative Agent nor any other Arranger nor any Lender has any obligation to disclose any of such interests to the Loan Parties or any of their respective Affiliates. To the fullest extent permitted by law, each Loan Party hereby waives and releases any claims that it may have against the Administrative Agent, the other Arrangers Arranger and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 3 contracts

Samples: Credit Agreement (Playa Hotels & Resorts N.V.), Credit Agreement (Playa Hotels & Resorts N.V.), Restatement Agreement (Playa Hotels & Resorts N.V.)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each Loan Party the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (Aa)(i) the arranging and other services regarding this Agreement provided by the Administrative Agent and any Affiliate thereof, and the other Arrangers Lenders are arm’s-length commercial transactions between the Borrower, each other Loan Parties Party and their respective Affiliates, on the one hand, and the Administrative AgentAgent and, as applicable, its Affiliates and the Lenders and their Affiliates (collectively, solely for purposes of this Section 9.17, the other Arrangers and the Lenders”), on the other hand, (Ba)(ii) each of the Borrower and the other Loan Party Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (Ciii) the Borrower and each other Loan Party is are capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (Ab)(i) the Administrative Agent, each other Arranger Agent and its Affiliates and each Lenders Lender and its Affiliates each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary fiduciary, for each the Borrower, any other Loan Party or any of their respective Affiliates, or any other Person and (Bb)(ii) neither the Administrative Agent, any other Arranger of its Affiliates nor any Lender or any of its Affiliates has any obligation to the Borrower, any other Loan Parties Party or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iiic) the Administrative Agent, the other Arrangers, Agent and its Affiliates and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower, the other Loan Parties and their respective Affiliates, and neither the Administrative Agent nor Agent, any other Arranger of its Affiliates nor any Lender or its Affiliates has any obligation to disclose any of such interests to the Borrower, any other Loan Parties Party or any of their respective Affiliates. To the fullest extent permitted by law, each of the Borrower and each other Loan Party hereby waives and releases any claims that it may have against the Administrative Agent, the other Arrangers and the Lenders any of its Affiliates or any Lender or its Affiliates with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction transactions contemplated hereby.

Appears in 3 contracts

Samples: Registration Rights Agreement (Crestview Partners III GP, L.P.), Senior Secured Term Loan Credit Agreement (U.S. Well Services, Inc.), Senior Secured Term Loan Credit Agreement (U.S. Well Services, Inc.)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each Borrower and each other Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent and the other Arrangers are arm’s-length commercial transactions between the such Borrower, each other Loan Parties Party and their respective Affiliates, on the one hand, and the Administrative Agent, the other Arrangers and the Lenders, on the other hand, (B) each such Borrower and the other Loan Party has Parties have consulted its their own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) such Borrower and each other Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, each other Arranger and each Lenders each Agent is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for each such Borrower, any other Loan Party or any of their respective Affiliates, or any other Person and (B) neither the Administrative AgentAgent has no obligation to such Borrower, any other Arranger nor any Lender has any obligation to the Loan Parties Party or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the other Arrangers, the Lenders Agent and their respective its Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of such Borrower, the other Loan Parties and their respective Affiliates, and neither the Administrative Agent nor any other Arranger nor any Lender has any no obligation to disclose any of such interests to the Borrower, any other Loan Parties Party or any of their respective Affiliates. To the fullest extent permitted by law, each of the Borrowers and the other Loan Party Parties hereby waives and releases any claims that it may have against the Administrative Agent, the other Arrangers and the Lenders Agent with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 2 contracts

Samples: Credit Agreement (Nutri System Inc /De/), Credit Agreement (Nutri System Inc /De/)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each Loan Party the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (ia) (Ai) the arranging and other services regarding this Agreement provided by the Administrative Agent and any Affiliate thereof, the other Arrangers Arranger and the Lenders are arm’s-length commercial transactions between the Borrower, each other Loan Parties Party and their respective Affiliates, on the one hand, and the Administrative AgentAgent and, as applicable, its Affiliates (including the Arranger) and the Lenders and their Affiliates (collectively, solely for purposes of this Section, the other Arrangers and the Lenders”), on the other hand, (Bii) each Loan Party the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (Ciii) each Loan Party the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) b) (Ai) the Administrative Agent, each other Arranger Agent and its Affiliates (including the Arranger) and each Lenders Lender each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary fiduciary, for each Borrower, any other Loan Party or any of their respective Affiliates, or any other Person and (Bii) neither the Administrative Agent, any other Arranger of its Affiliates (including the Arranger) nor any Lender has any obligation to the Borrower, any other Loan Parties Party or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iiic) the Administrative Agent, Agent and its Affiliates (including the other Arrangers, Arranger) and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower, the other Loan Parties and their respective Affiliates, and neither the Administrative Agent nor Agent, any other Arranger of its Affiliates (including the Arranger) nor any Lender has any obligation to disclose any of such interests to the Borrower, any other Loan Parties Party or any of their respective Affiliates. To the fullest extent permitted by law, each Loan Party the Borrower hereby waives and releases any claims that it may have against the Administrative Agent, any of its Affiliates (including the other Arrangers and the Lenders Arranger) or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction transactions contemplated hereby.

Appears in 2 contracts

Samples: Credit Agreement (U S Physical Therapy Inc /Nv), Credit Agreement (U S Physical Therapy Inc /Nv)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each Loan Party acknowledges the Borrowers acknowledge and agreesagree, and acknowledges its their Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent Agent, any Affiliate thereof, the Arranger and the other Arrangers Lenders are arm’s-length commercial transactions between the Borrowers, each other Loan Parties Party and their respective Affiliates, on the one hand, and the Administrative AgentAgent and, as applicable, its Affiliates, the other Arrangers Arranger and their Affiliates, and the Lenders and their Affiliates (collectively, for purposes of this Section, the “Lenders”), on the other hand, (B) each the Borrowers and the other Loan Party has Parties have consulted its their own legal, accounting, regulatory and tax advisors to the extent it has they have deemed appropriate, and (C) the Borrowers and each other Loan Party is are capable of evaluating, and understands understand and acceptsaccept, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative AgentAgent and its Affiliates, each other Arranger and its Affiliates, and each Lenders Lender each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for each any Borrower or any other Loan Party or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, any other of its Affiliates, nor either Arranger or any of its Affiliates, nor any Lender Lender, has any obligation to the any Borrower, any other Loan Parties Party or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, Agent and the other Arrangers, the Lenders Arranger and their respective Affiliates and the Lenders may be engaged in a broad range of transactions that involve interests that differ from those of the Borrowers, the other Loan Parties and their respective Affiliates, and neither the Administrative Agent nor any other either Arranger nor any of their Affiliates or any Lender has any obligation to disclose any of such interests to the Loan Parties Borrowers or any of their respective Affiliates. To the fullest extent permitted by law, each Loan Party the Borrowers hereby waives waive and releases release any claims that it they may have against the Administrative Agent, the other Arrangers Agent and the Lenders Arranger and their respective Affiliates and the Lenders, with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 2 contracts

Samples: Credit Agreement (Unifirst Corp), Credit Agreement (Unifirst Corp)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby hereby, each Borrower and each other Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) the credit facilities provided for hereunder and any related arranging or other services in connection therewith (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent and the other Arrangers are an arm’s-length commercial transactions transaction between the each Borrower, each other Loan Parties Party and their respective Affiliates, on the one hand, and the Administrative Agent, the other Arrangers Agent and the LendersArranger, on the other hand, (B) and each Loan Party has consulted its own legal, accounting, regulatory Borrower and tax advisors to the extent it has deemed appropriate, and (C) each other Loan Party is capable of evaluating, evaluating and understanding and understands and accepts, accepts the terms, risks and conditions of the transactions contemplated hereby and by the other Loan DocumentsDocuments (including any amendment, waiver or other modification hereof or thereof); (ii) (A) in connection with the process leading to such transaction, each of the Administrative Agent, each other Agent and the Arranger and each Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by and is not the relevant parties, has not been, is not, and will not be acting as an financial advisor, agent or fiduciary fiduciary, for each any Borrower, any other Loan Party or any of their respective Affiliates, stockholders, creditors or employees or any other Person and person; (Biii) neither the Administrative AgentAgent nor the Arranger has assumed or will assume an advisory, agency or fiduciary responsibility in favor of any Borrower or any other Loan Party with respect to any of the transactions contemplated hereby or the process leading thereto, including with respect to any amendment, waiver or other modification hereof or of any other Loan Document (irrespective of whether the Administrative Agent or the Arranger has advised or is currently advising any Borrower, any other Loan Party or any of their respective Affiliates on other matters) and neither the Administrative Agent nor the Arranger nor any Lender has any obligation to the any Borrower, any other Loan Parties Party or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iiiiv) the Administrative Agent, the other Arrangers, the Lenders Arranger and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrowers, the other Loan Parties and their respective Affiliates, and neither the Administrative Agent nor any other the Arranger nor any Lender has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Administrative Agent and the Arranger have not provided and will not provide any legal accounting, regulatory or tax advice with respect to any of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) and each of the Borrowers and the other Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate. Each of the Borrowers and the other Loan Parties or any of their respective Affiliates. To hereby waives and releases to the fullest extent permitted by law, each Loan Party hereby waives and releases any claims that it may have against the Administrative Agent, the other Arrangers Agent and the Lenders Arranger with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction respect to the transactions contemplated hereby.

Appears in 2 contracts

Samples: Credit Agreement (Dennys Corp), Credit Agreement (Dennys Corp)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby hereby, the Borrower and each other Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) the credit facility provided for hereunder and any related arranging or other services in connection therewith (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent and the other Arrangers are an arm’s-length commercial transactions transaction between the Borrower, each other Loan Parties Party and their respective Affiliates, on the one hand, and the Administrative Agent, the other Arrangers Agent and the LendersLead Arranger, on the other hand, (B) and the Borrower and each Loan Party has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each other Loan Party is capable of evaluating, evaluating and understanding and understands and accepts, accepts the terms, risks and conditions of the transactions contemplated hereby and by the other Loan DocumentsDocuments (including any amendment, waiver or other modification hereof or thereof); (ii) (A) in connection with the process leading to such transaction, the Administrative AgentAgent and the Lead Arranger, each other Arranger and each Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by and is not the relevant parties, has not been, is not, and will not be acting as an financial advisor, agent or fiduciary fiduciary, for each the Borrower, any other Loan Party or any of their respective Affiliates, stockholders, creditors or employees or any other Person and Person; (Biii) neither the Administrative AgentAgent nor the Lead Arranger has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Borrower or any other Loan Party with respect to any of the transactions contemplated hereby or the process leading thereto, including with respect to any amendment, waiver or other modification hereof or of any other Loan Document (irrespective of whether the Administrative Agent or the Lead Arranger has advised or are currently advising the Borrower, any other Loan Party or any of their respective Affiliates on other matters) and neither the Administrative Agent nor the Lead Arranger nor any Lender has any obligation to the Borrower, any other Loan Parties Party or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iiiiv) the Administrative Agent, Agent and the other Arrangers, the Lenders Lead Arranger and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower, the other Loan Parties and their respective Affiliates, and neither the Administrative Agent nor any other the Lead Arranger nor any Lender has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Administrative Agent and the Lead Arranger has not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) and each of the Borrower and the other Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate. Each of the Borrower and the other Loan Parties or any of their respective Affiliates. To hereby waives and releases, to the fullest extent permitted by law, each Loan Party hereby waives and releases any claims that it may have against the Administrative Agent, the other Arrangers Agent and the Lenders Lead Arranger with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated herebyduty.

Appears in 2 contracts

Samples: Credit Agreement (Penson Worldwide Inc), Credit Agreement (Penson Worldwide Inc)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent Agent, the Arranger and the other Arrangers Lenders are arm’s-length commercial transactions between the such Loan Parties Party and their respective its Affiliates, on the one hand, and the Administrative Agent, the other Arrangers Arranger and the Lenders, on the other hand, (B) each Loan Party has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) each of the Administrative Agent, each other the Arranger and each Lenders each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for each any Loan Party or any of their respective its Affiliates, or any other Person and (B) neither none of the Administrative Agent, any other the Arranger nor or any Lender has any no obligation to the any Loan Parties Party or any of their respective its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the other ArrangersArranger, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties and their respective Affiliates, and neither none of the Administrative Agent nor any other Agent, the Arranger nor or any Lender has any obligation to disclose any of such interests to the Loan Parties or any of their respective Affiliates. To Each of the fullest extent permitted by law, each Borrowers and the other Loan Party Parties hereby waives and releases any claims agrees that it may have against will not claim that any of the Administrative Agent, the other Arrangers and the Lenders with Arranger, any Lender or any of their respective Affiliates has rendered advisory services of any nature or respect to or owes any breach or alleged breach of agency or fiduciary duty to it (including your stockholders, employees or creditors) in connection with any aspect of any transaction contemplated hereby.

Appears in 2 contracts

Samples: Credit Agreement (Starwood Property Trust, Inc.), Credit Agreement (Starwood Property Trust, Inc.)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), Borrower and each other Loan Party acknowledges and agrees, agrees and acknowledges its Affiliates’ understanding, understanding that that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent and the other Arrangers each Lender are arm’s-length commercial transactions between the Borrower, each other Loan Parties Party and their respective Affiliates, on the one hand, and the Administrative Agent, the other Arrangers Agent and the Lenders, on the other hand, (B) each of Borrower and the other Loan Party has Parties have consulted its their own legal, accounting, regulatory and tax advisors to the extent it has they have deemed appropriate, and (C) Borrower and each other Loan Party is capable of evaluatingevaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, each other Arranger Agent and each Lenders each is are and has have been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has have not been, is are not, and will not be acting as an advisor, agent or fiduciary fiduciary, for each Borrower, any other Loan Party Party, or any of their respective Affiliates, or any other Person and (B) neither the Administrative AgentAgent and each Lender do not have any obligation to Borrower, any other Arranger nor any Lender has any obligation to the Loan Parties Party or any of their respective Affiliates with respect to the transactions transaction contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the other Arrangers, the Lenders Agent and their respective its branches or Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of Borrower, the other Loan Parties and their respective Affiliates, and neither the Administrative Agent nor any other Arranger nor any and each Lender has any have no obligation to disclose any of such interests to the Borrower, any other Loan Parties or Party of any of their respective Affiliates. To the fullest extent permitted by law, each of Borrower and the other Loan Party Parties hereby waives waive and releases release, any claims that it may have against the Administrative Agent, the other Arrangers and the Lenders Agent or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 2 contracts

Samples: Syndicated Facility Agreement and Unconditional Guaranty (Resmed Inc), Credit Agreement (Resmed Inc)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each Borrower and each other Loan Party acknowledges and agrees, and acknowledges its their respective Affiliates’ understandingunderstandings, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent and any Affiliate thereof, the other Arrangers Arranger, and the Lenders are arm’s-length commercial transactions between the each Borrower, each other Loan Parties Party and their respective Affiliates, on the one hand, and the Administrative AgentAgent and, as applicable, its Affiliates (including the Arranger), and the Lenders and their Affiliates (collectively, solely for purposes of this Section, the other Arrangers and the Lenders”), on the other hand, (B) each Borrower and each other Loan Party has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each Borrower and each other Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, each other Arranger Agent and its Affiliates (including the Arranger) and each Lenders Lender each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for each any Borrower, or any other Loan Party or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, any other Arranger of its Affiliates (including the Arranger) nor any Lender has any obligation to the any Borrower, any other Loan Parties Party or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, Agent and its Affiliates (including the other Arrangers, Arranger) and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the any Borrower, any other Loan Parties Party and their respective Affiliates, and neither the Administrative Agent nor Agent, any other Arranger of its Affiliates (including the Arranger), nor any Lender has any obligation to disclose any of such interests to the any Borrower, any other Loan Parties Party or any of their respective Affiliates. To the fullest extent permitted by law, each Borrower and each other Loan Party hereby waives and releases any claims that it may have against the Administrative Agent, any of its Affiliates (including the other Arrangers and the Lenders Arranger) or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 2 contracts

Samples: Credit Agreement (Diodes Inc /Del/), Credit Agreement (Diodes Inc /Del/)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Company and each other Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent and the other Arrangers are arm’s-length commercial transactions between the Company, each other Loan Parties Party and their the respective Affiliates, on the one hand, and the Administrative Agent, the other Arrangers Agent and the LendersArrangers, on the other hand, (B) each the Company and the other Loan Party Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Company and each other Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, each other Arranger Agent and each Lenders Arranger each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for each the Company, any other Loan Party or any of their respective Affiliates, or any other Person and (B) neither none of the Administrative Agent, any other Arranger nor any Lender Agent and Arrangers has any obligation to the Company, any other Loan Parties Party or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the other Arrangers, the Lenders Arrangers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, the other Loan Parties and their respective Affiliates, and neither non of the Administrative Agent nor any other Arranger nor any Lender and Arrangers has any obligation to disclose any of such interests to the Company, any other Loan Parties Party or any of their respective Affiliates. To the fullest extent permitted by law, each of the Company and the other Loan Party Parties hereby waives and releases any claims that it may have against the Administrative Agent, the other Arrangers Agent and the Lenders Arrangers with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 2 contracts

Samples: Credit Agreement (Huron Consulting Group Inc.), Credit Agreement (Huron Consulting Group Inc.)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby hereby, each Borrower and each other Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) the credit facilities provided for hereunder and any related arranging or other services in connection therewith (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent and the other Arrangers are an arm’s-length commercial transactions transaction between the each Borrower, each other Loan Parties Party and their respective Affiliates, on the one hand, and the Administrative Agent, the other Arrangers Agent and the LendersArrangers, on the other hand, (B) and each Loan Party has consulted its own legal, accounting, regulatory Borrower and tax advisors to the extent it has deemed appropriate, and (C) each other Loan Party is capable of evaluating, evaluating and understanding and understands and accepts, accepts the terms, risks and conditions of the transactions contemplated hereby and by the other Loan DocumentsDocuments (including any amendment, waiver or other modification hereof or thereof); (ii) (A) in connection with the process leading to such transaction, each of the Administrative Agent, each other Arranger Agent and each Lenders each the Arrangers is and has been acting solely as a principal and, except as expressly agreed in writing by and is not the relevant parties, has not been, is not, and will not be acting as an financial advisor, agent or fiduciary fiduciary, for each any Borrower, any other Loan Party or any of their respective Affiliates, stockholders, creditors or employees or any other Person and person; (Biii) neither the Administrative AgentAgent nor any Arranger has assumed or will assume an advisory, agency or fiduciary responsibility in favor of any Borrower or any other Loan Party with respect to any of the transactions contemplated hereby or the process leading thereto, including with respect to any amendment, waiver or other modification hereof or of any other Loan Document (irrespective of whether the Administrative Agent or any Arranger has advised or is currently advising any Borrower, any other Arranger Loan Party or any of their respective Affiliates on other matters) and neither the Administrative Agent nor any Lender Arranger has any obligation to the any Borrower, any other Loan Parties Party or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iiiiv) the Administrative Agent, the other Arrangers, the Lenders Arrangers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrowers, the other Loan Parties and their respective Affiliates, and neither the Administrative Agent nor any other Arranger nor any Lender has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Administrative Agent and the Arrangers have not provided and will not provide any legal accounting, regulatory or tax advice with respect to any of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) and each of the Borrowers and the other Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate. Each of the Borrowers and the other Loan Parties or any of their respective Affiliates. To hereby waives and releases to the fullest extent permitted by law, each Loan Party hereby waives and releases any claims that it may have against the Administrative Agent, the other Arrangers Agent and the Lenders Arrangers with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction respect to the transactions contemplated hereby.

Appears in 2 contracts

Samples: First Lien Credit Agreement (Dennys Corp), Second Lien Credit Agreement (Dennys Corp)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each Loan Party Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (Aa)(i) the arranging and other services regarding this Agreement provided by the Administrative Agent Agent, any Affiliate thereof, the Arrangers and the other Arrangers Lenders are arm’s-length commercial transactions between the Borrowers, each other Loan Parties Party and their respective Affiliates, on the one hand, and the Administrative AgentAgent and, as applicable, its Affiliates, the other Arrangers and the Lenders and their Affiliates (collectively, solely for purposes of this Section, the “Lenders”), on the other hand, (Bii) each of the Borrowers and the other Loan Party Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (Ciii) each of the Borrowers and each other Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (Ab)(i) the Administrative Agent, each other Arranger its Affiliates, the Arrangers and each Lenders Lender each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary fiduciary, for each the Borrowers, any other Loan Party or any of their respective Affiliates, or any other Person and (Bii) neither the Administrative Agent, any other of its Affiliates, any Arranger nor any Lender has any obligation to the Borrowers, any other Loan Parties Party or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iiic) the Administrative Agent, the other Arrangersits Affiliates, the Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrowers, the other Loan Parties and their respective Affiliates, and neither the Administrative Agent nor Agent, any other of its Affiliates, any Arranger nor any Lender has any obligation to disclose any of such interests to the Borrowers, any other Loan Parties Party or any of their respective Affiliates. To the fullest extent permitted by law, each of the Borrowers and each other Loan Party hereby waives and releases any claims that it may have against the Administrative Agent, the other Arrangers and the Lenders any of its Affiliates, any Arranger or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction transactions contemplated hereby.

Appears in 2 contracts

Samples: Credit Agreement (Newpark Resources Inc), Credit Agreement (Newpark Resources Inc)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Company and each other Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, agrees that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent Agent, the Joint Lead Arrangers and the other Arrangers Lenders are arm’s-length commercial transactions between the Company, each other Loan Parties Party and their respective Affiliates, on the one hand, and the Administrative Agent, the other Joint Lead Arrangers and the Lenders, on the other hand, (B) each of the Company and the other Loan Party Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Company and each other Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, each other Joint Lead Arranger and each Lenders Lender each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for each the Company, any other Loan Party or any of their respective Affiliates, or any other Person and (B) neither none of the Administrative Agent, any other Joint Lead Arranger nor or any Lender has any obligation to the Company, any other Loan Parties Party or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the other Arrangers, Joint Lead Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, the other Loan Parties and their respective Affiliates, and neither none of the Administrative Agent nor Agent, any other Joint Lead Arranger nor or any Lender has any obligation to disclose any of such interests to the Company, any other Loan Parties Party or any of their respective Affiliates. To the fullest extent permitted by law, each of the Company and the other Loan Party Parties hereby waives and releases any claims that it may have against the Administrative Agent, the other Joint Lead Arrangers and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 2 contracts

Samples: Revolving Credit Agreement (Gap Inc), Revolving Credit Agreement (Gap Inc)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each Loan Party the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, agrees that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent and any Affiliate thereof, the other Arrangers Arranger, the L/C Issuers and the Lenders are arm’s-length commercial transactions between the Loan Parties Borrower and their respective its Affiliates, on the one hand, and the Administrative AgentAgent and, as applicable, its Affiliates (including the Arranger), the other Arrangers L/C Issuers and the Lenders and their respective Affiliates (collectively, solely for purposes of this Section, the “Lenders”), on the other hand, (B) each Loan Party the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each Loan Party the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) ), each of the Administrative AgentAgent and its Affiliates (including the Arranger), each other Arranger L/C Issuer and each Lenders each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for each the Borrower, any other Loan Party or any of their respective Affiliates, or any other Person and (B) neither none of the Administrative Agent, any other Arranger of its Affiliates (including the Arranger), any L/C Issuer nor any Lender has any obligation to the Borrower, any other Loan Parties Party or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative AgentAgent and its Affiliates (including the Arranger), the other Arrangers, L/C Issuers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower, the other Loan Parties and their respective Affiliates, and neither none of the Administrative Agent nor Agent, any other Arranger of its Affiliates (including the Arranger), any L/C Issuer nor any Lender has any obligation to disclose any of such interests to the Borrower, any other Loan Parties Party or any of their respective Affiliates. To the fullest extent permitted by law, each Loan Party the Borrower hereby waives and releases any claims that it may have against the Administrative Agent, any of its Affiliates (including the other Arrangers and the Lenders Arranger), any L/C Issuer or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 2 contracts

Samples: Credit Agreement (Clarcor Inc.), Credit Agreement (Clarcor Inc.)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each Loan Party Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, agrees that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent and any Affiliate thereof, the other Arrangers Arranger, the L/C Issuers and the Lenders are arm’s-length commercial transactions between the Loan Parties such Borrower and their respective its Affiliates, on the one hand, and the Administrative AgentAgent and, as applicable, its Affiliates (including the Arranger), the other Arrangers L/C Issuers and the Lenders and their respective Affiliates (collectively, solely for purposes of this Section, the “Lenders”), on the other hand, (B) each Loan Party such Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each Loan Party such Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) ), each of the Administrative AgentAgent and its Affiliates (including the Arranger), each other Arranger L/C Issuer and each Lenders each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for each any Borrower, any other Loan Party or any of their respective Affiliates, or any other Person and (B) neither none of the Administrative Agent, any other Arranger of its Affiliates (including the Arranger), any L/C Issuer nor any Lender has any obligation to the any Borrower, any other Loan Parties Party or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative AgentAgent and its Affiliates (including the Arranger), the other Arrangers, L/C Issuers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrowers, the other Loan Parties and their respective Affiliates, and neither none of the Administrative Agent nor Agent, any other Arranger of its Affiliates (including the Arranger), any L/C Issuer nor any Lender has any obligation to disclose any of such interests to the any Borrower, any other Loan Parties Party or any of their respective Affiliates. To the fullest extent permitted by law, each Loan Party of the Borrowers hereby waives and releases any claims that it may have against the Administrative Agent, any of its Affiliates (including the other Arrangers and the Lenders Arranger), any L/C Issuer or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 2 contracts

Samples: Credit Agreement (Clarcor Inc.), Credit Agreement (Clarcor Inc.)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent Agent, the Arrangers and the other Arrangers Lenders are arm’s-length commercial transactions between the each Loan Parties Party and their respective its Affiliates, on the one hand, and the Administrative Agent, the other Arrangers Arrangers, and the Lenders, on the other hand, (B) each Loan Party has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, each other Arranger and each Lenders each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for each any Loan Party or any of their respective its Affiliates, or any other Person and (B) neither the Administrative Agent, any other Arranger nor any Lender has any obligation to the any Loan Parties Party or any of their its respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the other Arrangers, the Lenders Lenders, and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the any Loan Parties Party and their respective its Affiliates, and neither the Administrative Agent nor Agent, any other Arranger nor any Lender has any obligation to disclose any of such interests to the each Loan Parties Party or any of their respective its Affiliates. To the fullest extent permitted by law, each Loan Party hereby waives and releases any claims that it may have against the Administrative Agent, the other Arrangers and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 2 contracts

Samples: Credit Agreement (Del Taco Restaurants, Inc.), Credit Agreement (Del Taco Restaurants, Inc.)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower and each other Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (ia) (Ai) the arranging and other services regarding this Agreement provided by the Administrative Agent Agent, the Arrangers, Documentation Agents and the other Arrangers Lenders and their respective Affiliates are arm’s-length commercial transactions between the Borrower, each other Loan Parties Party and their respective Affiliates, on the one hand, and the Administrative Agent, the other Arrangers Arrangers, Documentation Agents and the LendersLenders and their respective Affiliates, on the other hand, (Bii) each of the Borrower and the other Loan Party Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (Ciii) the Borrower and each other Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (iib) (Ai) the Administrative Agent, each other Arranger the Arrangers, Documentation Agents and each Lenders Lender and each of their respective Affiliates each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary fiduciary, for each the Borrower, any other Loan Party or any of their respective Affiliates, or any other Person and (Bii) neither the Administrative Agent, any other Arranger the Arrangers, Documentation Agents nor any Lender nor any of their respective Affiliates has any obligation to the Borrower, any other Loan Parties Party or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iiic) the Administrative Agent, the other Arrangers, Documentation Agents and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower, the other Loan Parties and their respective Affiliates, and neither the Administrative Agent nor any other Arranger Agent, the Arrangers, Documentation Agents, nor any Lender nor any of their respective Affiliates has any obligation to disclose any of such interests to the Borrower, any other Loan Parties Party or any of their respective Affiliates. To the fullest extent permitted by law, each of the Borrower, and each other Loan Party hereby waives and releases any claims that it may have against the Administrative Agent, the other Arrangers and Arrangers, Documentation Agents, the Lenders and their respective Affiliates with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction transactions contemplated hereby.

Appears in 2 contracts

Samples: Credit Agreement (Digital Turbine, Inc.), Credit Agreement (Digital Turbine, Inc.)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower and each other Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (ia) (Ai) the arranging and other services regarding this Agreement provided by the Administrative Agent and any Affiliate thereof, the other Arrangers and the Lenders are arm’s-length commercial transactions between the Borrower, each other Loan Parties Party and their respective Affiliates, on the one hand, and the Administrative AgentAgent and, as applicable, its Affiliates (including MLPFS) and the Lenders and their Affiliates (collectively, solely for purposes of this Section, the other Arrangers and the Lenders”), on the other hand, (Bii) each the Borrower and the other Loan Party Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (Ciii) the Borrower and each other Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; , (iib) (Ai) the Administrative Agent, each other Arranger Agent and its Affiliates (including MLPFS) and each Lenders Lender each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary fiduciary, for each the Borrower, any other Loan Party or any of their respective Affiliates, or any other Person and (Bii) neither the Administrative Agent, any other Arranger of its Affiliates (including MLPFS) nor any Lender has any obligation to the Borrower, any other Loan Parties Party or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; , and (iiic) the Administrative Agent, the other Arrangers, Agent and its Affiliates (including MLPFS) and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower, the other Loan Parties and their respective Affiliates, and neither the Administrative Agent nor Agent, any other Arranger of its Affiliates (including MLPFS) nor any Lender has any obligation to disclose any of such interests to the Borrower, any other Loan Parties Party or any of their respective Affiliates. To the fullest extent permitted by law, the Borrower and each other Loan Party hereby waives and releases any claims that it may have against the Administrative Agent, the other Arrangers and the Lenders any of its Affiliates (including MLPFS) or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction transactions contemplated hereby.

Appears in 2 contracts

Samples: Credit Agreement (Aerojet Rocketdyne Holdings, Inc.), Credit Agreement (Ducommun Inc /De/)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent and the other Joint Lead Arrangers are arm’s-length commercial transactions between the Loan Parties and their respective Affiliates, on the one hand, and the Administrative Agent, the other Joint Lead Arrangers and the Lenders, on the other hand, (B) each Loan Party has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, each other Joint Lead Arranger and each Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for each Loan Party or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, any other Joint Lead Arranger nor any Lender has any obligation to the Loan Parties or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the other Joint Lead Arrangers, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties and their respective Affiliates, and neither the Administrative Agent nor any other Arranger nor any Lender has any obligation to disclose any of such interests to the Loan Parties or any of their respective Affiliates. To the fullest extent permitted by law, each Loan Party hereby waives and releases any claims that it may have against the Administrative Agent, the other Joint Lead Arrangers and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 2 contracts

Samples: Credit Agreement (Res Care Inc /Ky/), Credit Agreement (Res Care Inc /Ky/)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each Loan Party the Borrower acknowledges and agrees, and acknowledges each other Loan Party’s and its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent Agent, the other Agents, the L/C Issuers and the other Arrangers Lenders are arm’s-length commercial transactions between the Borrower, each other Loan Parties Party and their respective Affiliates, on the one hand, and the Administrative Agent, the other Arrangers Agents, the L/C Issuers and the LendersLenders and their respective Affiliates, on the other hand, (B) the Borrower and each other Loan Party has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower and each other Loan Party is capable of evaluatingevaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan DocumentsDocuments (including any amendment, waiver or other modification hereof or thereof); (ii) (A) the Administrative Agent, each other Arranger Agent, each L/C Issuer and each Lenders each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for each the Borrower, any other Loan Party or any of their respective Affiliates, or any other Person and (B) neither none of the Administrative Agent, any the other Arranger nor any Lender Agents, the L/C Issuers or the Lenders has any obligation to the Borrower, any other Loan Parties Party or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the other ArrangersAgents, the L/C Issuers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower, the other Loan Parties and their respective Affiliates, and neither none of the Administrative Agent nor Agent, any other Arranger nor Agent, the L/C Issuers or any Lender has any obligation to disclose any of such interests to the Borrower, any other Loan Parties Party or any of their respective Affiliates. To the fullest extent permitted by lawLaw, each Loan Party the Borrower hereby waives and releases any claims that it may have against the Administrative Agent, the other Arrangers Agents, the L/C Issuers and the Lenders and their respective Affiliates with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of the Transaction or any other transaction contemplated hereby.

Appears in 2 contracts

Samples: Credit Agreement (Targa Resources Corp.), Credit Agreement (Targa Resources Corp.)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (Aa)(i) the arranging and other services regarding this Agreement provided by the Administrative Agent and the other Arrangers are arm’s-length commercial transactions between the Loan Parties and their respective Affiliates, on the one hand, and the Administrative Agent, the other Arrangers and the Lenders, on the other hand, (Bii) each Loan Party has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (Ciii) each Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (Ab)(i) the Administrative Agent, each other Arranger and each Lenders each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for each Loan Party or any of their respective Affiliates, or any other Person and (Bii) neither the Administrative Agent, any other Arranger nor any Lender has any obligation to the Loan Parties or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iiic) the Administrative Agent, the other Arrangers, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties and their respective Affiliates, and neither the Administrative Agent nor any other Arranger nor any Lender has any obligation to disclose any of such interests to the Loan Parties or any of their respective Affiliates. To the fullest extent permitted by applicable law, each Loan Party hereby waives and releases any claims that it may have against the Administrative Agent, the other Arrangers and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 2 contracts

Samples: Credit Agreement (Liberty Latin America Ltd.), Credit Agreement (Liberty Latin America Ltd.)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (ia) (Ai) the arranging and other services regarding this Agreement provided by the Administrative Agent Agent, the Arrangers and the other Arrangers Lenders are arm’s-length commercial transactions between the each Loan Parties Party and their respective Affiliates, on the one hand, and the Administrative Agent, the other Arrangers and the Lenders, on the other hand, (Bii) each Loan Party has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, appropriate and (Ciii) each Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (iib) (Ai) the Administrative Agent, each other Arranger the Arrangers and each Lenders each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for each any Loan Party or any of their respective Affiliates, or any other Person party hereto and (Bii) neither the Administrative Agent, any other Arranger the Arrangers nor any Lender has any obligation to the any Loan Parties Party or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iiic) the Administrative Agent, the other Arrangers, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties and their respective Affiliates, and neither the Administrative Agent nor any other Arranger Agent, the Arrangers nor any Lender has any obligation to disclose any of such interests to the any Loan Parties Party or any of their respective Affiliates. To the fullest extent permitted by law, each Loan Party hereby waives and releases any claims that it may have against the Administrative Agent, the other Arrangers and the Lenders or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 2 contracts

Samples: Credit Agreement (Fortress Investment Group LLC), Credit Agreement (Fortress Investment Group LLC)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, agrees that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent Agent, the Arrangers, and the other Arrangers Lenders are arm’s-length commercial transactions between the Company, each other Loan Parties Party, and their respective Affiliates, on the one hand, and the Administrative Agent, the other Arrangers and the LendersLenders and their Affiliates, on the other hand, (B) each of the Company and the other Loan Party Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Company and each other Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, each other Arranger the Arrangers and each of the Lenders each and their Affiliates is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for each the Company, any other Loan Party or any of their respective Affiliates, or any other Person and (B) neither none of the Administrative Agent, the Arrangers, any other Arranger Lender nor any Lender of their Affiliates has any obligation to the Company, any other Loan Parties Party or any of their respective Affiliates with respect to the transactions contemplated hereby except except, in the case of a Lender, those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the other Arrangers, Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties such Borrower and their respective its Affiliates, and neither the Administrative Agent nor no Lender or any other Arranger nor any Lender of its Affiliates has any obligation to disclose any of such interests to the Company, any other Loan Parties Party or any of their respective Affiliates. To the fullest extent permitted by law, each of the Company and each other Loan Party hereby waives and releases any claims that it may have against the Administrative Agent, the other Arrangers or any Lenders and the Lenders their respective Affiliates with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 2 contracts

Samples: Credit Agreement (Bruker Corp), Credit Agreement (Bruker Corp)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Credit Document), Company and each Loan other Credit Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, agrees that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent Agent, Lead Arrangers, and the other Arrangers Lenders are arm’s-length commercial transactions between the Loan Parties Company, each other Credit Party and their respective Affiliates, on the one hand, and the Administrative Agent, the other Lead Arrangers and the Lenders, on the other hand, (B) each Loan of Company and each other Credit Party has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) Company and each Loan other Credit Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Credit Documents; (ii) (A) the Administrative Agent, each other Arranger Lead Arrangers and each Lenders each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for each Loan Company, any other Credit Party or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, any other Arranger Lead Arrangers nor any Lender has any obligation to the Loan Parties Company, any other Credit Party or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Credit Documents; and (iii) the Administrative Agent, the other Arrangers, Lead Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of Company, the Loan other Credit Parties and their respective Affiliates, and neither the Administrative Agent nor any other Arranger Agent, Lead Arrangers nor any Lender has any obligation to disclose any of such interests to the Loan Parties Company, any other Credit Party or any of their respective Affiliates. To the fullest extent permitted by law, each Loan of Company and each other Credit Party hereby waives and releases any claims that it may have against the Administrative Agent, the other Lead Arrangers and the Lenders or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 2 contracts

Samples: Credit and Guaranty Agreement (Covanta Holding Corp), Credit and Guaranty Agreement (Covanta Holding Corp)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby hereby, the Borrower and each other Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) the credit facility provided for hereunder and any related arranging or other services in connection therewith (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent and the other Arrangers are an arm’s-length commercial transactions transaction between the Borrower, each other Loan Parties Party and their respective Affiliates, on the one hand, and the Administrative AgentAgents, the other Arrangers L/C Issuers, the Lenders and the Lenderstheir respective Affiliates, on the other hand, (B) and the Borrower and each Loan Party has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each other Loan Party is capable of evaluating, evaluating and understanding and understands and accepts, accepts the terms, risks and conditions of the transactions contemplated hereby and by the other Loan DocumentsDocuments (including any amendment, waiver or other modification hereof or thereof); (ii) (A) in connection with the Administrative Agentprocess leading to such transaction, each other Arranger of the Agents, the L/C Issuers, the Lenders and each Lenders each their respective Affiliates is and has been acting solely as a principal and, except as expressly agreed in writing by and is not the relevant parties, has not been, is not, and will not be acting as an financial advisor, agent or fiduciary fiduciary, for each the Borrower, any other Loan Party or any of their respective Affiliates, stockholders, creditors or employees or any other Person Person; (iii) each of the Agents, the L/C Issuers, the Lenders and their respective Affiliates has not assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Borrower or any other Loan Party with respect to any of the transactions contemplated hereby or the process leading thereto, including with respect to any amendment, waiver or other modification hereof or of any other Loan Document (B) neither irrespective of whether any of the Administrative AgentAgents, the L/C Issuers, the Lenders or their respective Affiliates advised or is currently advising the Borrower, any other Arranger nor Loan Party or any Lender of their respective Affiliates on other matters) and each of the Agents, the L/C Issuers, the Lenders and their respective Affiliates has any no obligation to the Borrower, any other Loan Parties Party or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iiiiv) the Administrative AgentAgents and their respective Affiliates, the other Arrangers, L/C Issuers and their respective Affiliates and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower, the other Loan Parties and their respective Affiliates, and neither each of the Administrative Agent nor any other Arranger nor any Lender Agents, the L/C Issuers, the Lenders and their respective Affiliates has any no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) each of the Agents, the L/C Issuers, the Lenders and their respective Affiliates has not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) and each of the Borrower and the other Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate. Each of the Borrower and the other Loan Parties or any of their respective Affiliates. To hereby waives and releases, to the fullest extent permitted by law, each Loan Party hereby waives and releases any claims that it may have against the Administrative AgentAgents, the other Arrangers and L/C Issuers, the Lenders and their respective Affiliates with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated herebyduty.

Appears in 2 contracts

Samples: Credit Agreement (Targa Resources Corp.), Credit Agreement (Targa Resources Investments Inc.)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby hereby, the Borrower and each other Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) the credit facility provided for hereunder and any related arranging or other services in connection therewith (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent and the other Arrangers are an arm’s-length commercial transactions transaction between the Borrower, each other Loan Parties Party and their respective Affiliates, on the one hand, and the Administrative Agent, the other Arrangers Agent and the LendersArranger, on the other hand, (B) and the Borrower and each Loan Party has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each other Loan Party is capable of evaluating, evaluating and understanding and understands and accepts, accepts the terms, risks and conditions of the transactions contemplated hereby and by the other Loan DocumentsDocuments (including any amendment, waiver or other modification hereof or thereof); (ii) (A) in connection with the process leading to such transaction, the Administrative AgentAgent and the Arranger, each other Arranger and each Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by and is not the relevant parties, has not been, is not, and will not be acting as an financial advisor, agent or fiduciary fiduciary, for each the Borrower, any other Loan Party or any of their respective Affiliates, stockholders, creditors or employees or any other Person and Person; (Biii) neither the Administrative AgentAgent nor the Arranger has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Borrower or any other Loan Party with respect to any of the transactions contemplated hereby or the process leading thereto, including with respect to any amendment, waiver or other modification hereof or of any other Loan Document (irrespective of whether the Administrative Agent or the Arranger has advised or is currently advising the Borrower, any other Loan Party or any of their respective Affiliates on other matters) and neither the Administrative Agent nor the Arranger nor any Lender has any obligation to the Borrower, any other Loan Parties Party or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iiiiv) the Administrative Agent, Agent and the other Arrangers, the Lenders Arranger and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower, the other Loan Parties and their respective Affiliates, and neither the Administrative Agent nor any other the Arranger nor any Lender has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Administrative Agent and the Arranger have not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) and each of the Borrower and the other Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate. Each of the Borrower and the other Loan Parties or any of their respective Affiliates. To hereby waives and releases, to the fullest extent permitted by law, each Loan Party hereby waives and releases any claims that it may have against the Administrative Agent, the other Arrangers Agent and the Lenders Arranger with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated herebyduty.

Appears in 2 contracts

Samples: Credit Agreement (Spartech Corp), Credit Agreement (Penson Worldwide Inc)

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No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each Loan Party of the Borrower and Holdings acknowledges and agrees, and acknowledges its Affiliates’ and such other Loan Parties’ understanding, that: (i) (A) the arranging arranging, lending and other services regarding this Agreement provided by the Administrative Agent Agent, the Joint Lead Arrangers and the other Arrangers Lenders are arm’s-length commercial transactions between the Borrower, each other Loan Parties Party and their respective Affiliates, on the one hand, and the Administrative Agent, the other Joint Lead Arrangers and the Lenders, on the other hand, (B) each of the Borrower and the other Loan Party Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower and each other Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, each other Joint Lead Arranger and each Lenders Lender, each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for each the Borrower, any other Loan Party or any of their respective Affiliates, or any other Person and (B) neither none of the Administrative Agent, any other Joint Lead Arranger nor or any Lender has any obligation to the Borrower, any other Loan Parties Party or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the other Joint Lead Arrangers, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower, the other Loan Parties and their respective Affiliates, and neither none of the Administrative Agent nor Agent, any other Joint Lead Arranger nor or any Lender has any obligation to disclose any of such interests to the Borrower, any other Loan Parties Party or any of their respective Affiliates. To the fullest extent permitted by law, each Loan Party of the Borrower and Holdings hereby waives and releases any claims that it may have against the Administrative Agent, the other Joint Lead Arrangers and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 2 contracts

Samples: Credit Agreement, Credit Agreement (Quality Distribution Inc)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each Loan Party the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (ia) (Ai) the arranging and other services regarding this Agreement provided by the Administrative Agent and any Affiliate thereof, any arranger and the other Arrangers Lenders are arm’s-length commercial transactions between the Borrower, each other Loan Parties Party and their respective Affiliates, on the one hand, and the Administrative AgentAgent and, as applicable, its Affiliates (including any arranger) and the Lenders and their Affiliates (collectively, solely for purposes of this Section, the other Arrangers and the Lenders”), on the other hand, (Bii) each of the Borrower and the other Loan Party Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (Ciii) the Borrower and each other Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) b) (Ai) the Administrative Agent, each other Arranger Agent and its Affiliates (including any arranger) and each Lenders Lender each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary fiduciary, for each Borrower, any other Loan Party or any of their respective Affiliates, or any other Person and (Bii) neither the Administrative Agent, any other Arranger of its Affiliates (including any arranger) nor any Lender has any obligation to the Borrower, any other Loan Parties Party or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iiic) the Administrative Agent, the other Arrangers, Agent and its Affiliates (including any arranger) and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower, the other Loan Parties and their respective Affiliates, and neither the Administrative Agent nor Agent, any other Arranger of its Affiliates (including any arranger) nor any Lender has any obligation to disclose any of such interests to the Borrower, any other Loan Parties Party or any of their respective Affiliates. To the fullest extent permitted by lawApplicable Law, each of the Borrower and each other Loan Party hereby waives and releases any claims that it may have against the Administrative Agent, the other Arrangers and the Lenders any of its Affiliates (including any arranger) or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction transactions contemplated hereby.

Appears in 2 contracts

Samples: Loan and Security Agreement (Great Lakes Dredge & Dock CORP), Loan and Security Agreement (Great Lakes Dredge & Dock CORP)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent Agent, the Arrangers and the other Arrangers Lenders are arm’s-length commercial transactions between the such Loan Parties Party and their respective its Affiliates, on the one hand, and the Administrative Agent, the other Arrangers and the Lenders, on the other hand, (B) each Loan Party has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) each of the Administrative Agent, each other Arranger and each Lenders each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for each any Loan Party or any of their respective its Affiliates, or any other Person and (B) neither none of the Administrative Agent, any other Arranger nor or any Lender has any no obligation to the any Loan Parties Party or any of their respective its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the other Arrangers, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties and their respective Affiliates, and neither none of the Administrative Agent nor Agent, any other Arranger nor or any Lender has any obligation to disclose any of such interests to the Loan Parties or any of their respective Affiliates. To the fullest extent permitted by law, each Loan Party hereby waives and releases any claims that it may have against the Administrative Agent, the other Arrangers and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 2 contracts

Samples: Credit Agreement (Starwood Property Trust, Inc.), Credit Agreement (Starwood Property Trust, Inc.)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower and each other Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (ia) (Ai) the arranging and other services regarding this Agreement provided by the Administrative Agent and any Affiliate thereof, the other Arrangers and the Lenders are arm’s-length commercial transactions between the Borrower, each other Loan Parties Party and their respective Affiliates, on the one hand, and the Administrative AgentAgent and, as applicable, its Affiliates, the other Arrangers and the Lenders and their Affiliates (collectively, solely for purposes of this Section, the “Lenders”), on the other hand, (Bii) each of the Borrower and the other Loan Party Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (Ciii) the Borrower and each other Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) b) (Ai) the Administrative AgentAgent and its Affiliates, each other Arranger the Arrangers and each Lenders Lender each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary fiduciary, for each Borrower, any other Loan Party or any of their respective Affiliates, or any other Person and (Bii) neither the Administrative Agent, any other Arranger of its Affiliates, the Arrangers nor any Lender has any obligation to the Borrower, any other Loan Parties Party or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iiic) the Administrative AgentAgent and its Affiliates, the other Arrangers, Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower, the other Loan Parties and their respective Affiliates, and neither the Administrative Agent nor Agent, any other Arranger of its Affiliates, the Arrangers nor any Lender has any obligation to disclose any of such interests to the Borrower, any other Loan Parties Party or any of their respective Affiliates. To the fullest extent permitted by law, each of the Borrower and each other Loan Party hereby waives and releases any claims that it may have against the Administrative Agent, any of its Affiliates, the other Arrangers and the Lenders or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction transactions contemplated hereby.

Appears in 2 contracts

Samples: Credit Agreement (Evi Industries, Inc.), Credit Agreement (EnviroStar, Inc.)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each Borrower and each other Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (ia) (Ai) the arranging and other services regarding this Agreement provided by the Administrative Agent and any Affiliate thereof, the other Arrangers and the Lenders are arm’s-length commercial transactions between the each Borrower, each other Loan Parties Party and their respective Affiliates, on the one hand, and the Administrative AgentAgent and, as applicable, its Affiliates (including MLPFS) and the Lenders and their Affiliates (collectively, solely for purposes of this Section, the other Arrangers and the Lenders”), on the other hand, (Bii) each the Borrowers and the other Loan Party Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (Ciii) the Borrowers and each other Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; , (iib) (Ai) the Administrative Agent, each other Arranger Agent and its Affiliates (including MLPFS) and each Lenders Lender each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary fiduciary, for each any Borrower, any other Loan Party or any of their respective Affiliates, or any other Person and (Bii) neither the Administrative Agent, any other Arranger of its Affiliates (including MLPFS) nor any Lender has any obligation to the any Borrower, any other Loan Parties Party or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; , and (iiic) the Administrative Agent, the other Arrangers, Agent and its Affiliates (including MLPFS) and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrowers, the other Loan Parties and their respective Affiliates, and neither the Administrative Agent nor Agent, any other Arranger of its Affiliates (including MLPFS) nor any Lender has any obligation to disclose any of such interests to the any Borrower, any other Loan Parties Party or any of their respective Affiliates. To the fullest extent permitted by law, each Borrower and each other Loan Party hereby waives and releases any claims that it may have against the Administrative Agent, the other Arrangers and the Lenders any of its Affiliates (including MLPFS) or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction transactions contemplated hereby.

Appears in 2 contracts

Samples: Credit Agreement (Amedisys Inc), Credit Agreement (Amedisys Inc)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent Agent, the Arrangers and the other Arrangers Lenders are arm’s-length commercial transactions between the Loan Parties and their respective Affiliates, on the one hand, and the Administrative Agent, the other Arrangers Arrangers, and the Lenders, on the other hand, (B) each Loan Party has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) each of the Administrative Agent, each other Arranger the Arrangers and each the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for each any Loan Party or any of their respective its Affiliates, or any other Person and (B) neither none of the Administrative Agent, any other Arranger nor or any Lender has any obligation to the any Loan Parties Party or any of their respective its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the other Arrangers, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties and their respective Affiliates, and neither none of the Administrative Agent nor Agent, any other Arranger nor or any Lender has any obligation to disclose any of such interests to the any Loan Parties Party or any of their respective its Affiliates. To the fullest extent permitted by law, each Loan Party hereby waives and releases any claims that it may have against the Administrative Agent, the other Arrangers and the Lenders Arranger and any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 2 contracts

Samples: Credit Agreement (Sunoco Logistics Partners L.P.), Credit Agreement (Sunoco Logistics Partners L.P.)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower and each other Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (Aa)(i) the arranging and other services regarding this Agreement provided by the Administrative Agent and any Affiliate thereof, the other Arrangers Arranger and the Lenders are arm’s-length commercial transactions between the Borrower, each other Loan Parties Party and their respective Affiliates, on the one hand, and the Administrative AgentAgent and, as applicable, its Affiliates, the other Arrangers Arranger and the Lenders and their Affiliates (collectively, solely for purposes of this Section 11.17, the “Lenders”), on the other hand, (Bii) each of the Borrower and the other Loan Party Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (Ciii) the Borrower and each other Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) b) (Ai) the Administrative AgentAgent and its Affiliates, each other the Arranger and each Lenders Lender each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary fiduciary, for each the Borrower, any other Loan Party or any of their respective Affiliates, or any other Person and (Bii) neither the Administrative Agent, any other of its Affiliates, the Arranger nor any Lender has any obligation to the Borrower, any other Loan Parties Party or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iiic) the Administrative AgentAgent and its Affiliates, the other Arrangers, Arranger and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower, the other Loan Parties and their respective Affiliates, and neither the Administrative Agent nor Agent, any other of its Affiliates, the Arranger nor any Lender has any obligation to disclose any of such interests to the Borrower, any other Loan Parties Party or any of their respective Affiliates. To the fullest extent permitted by law, each of the Borrower and each other Loan Party hereby waives and releases any claims that it may have against the Administrative Agent, any of its Affiliates, the other Arrangers and the Lenders Arranger or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction transactions contemplated hereby.

Appears in 2 contracts

Samples: Credit Agreement (Zeta Global Holdings Corp.), Credit Agreement (Zeta Global Holdings Corp.)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each Borrower and each other Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: : (a) (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent and any Affiliate thereof, the other Arrangers Arranger and the Lenders are arm’s-length commercial transactions between the Borrowers, each other Loan Parties Party and their respective Affiliates, on the one hand, and the Administrative AgentAgent and, as applicable, its Affiliates including the Arranger and the Lenders and their Affiliates (collectively, solely for purposes of this Section, the other Arrangers and the Lenders”), on the other hand, (Bii) each of the Borrowers and the other Loan Party Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (Ciii) each Borrower and each other Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) b) (Ai) the Administrative Agent, each other Agent and its Affiliates including the Arranger and each Lenders Lender each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary fiduciary, for each Borrower, any other Loan Party or any of their respective Affiliates, or any other Person and (Bii) neither the Administrative Agent, any other of its Affiliates including the Arranger nor any Lender has any obligation to the Borrowers, any other Loan Parties Party or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iiic) the Administrative Agent, Agent and its Affiliates including the other Arrangers, Arranger and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrowers, the other Loan Parties and their respective Affiliates, and neither the Administrative Agent nor Agent, any other of its Affiliates including the Arranger nor any Lender has any obligation to disclose any of such interests to the Borrowers, any other Loan Parties Party or any of their respective Affiliates. To the fullest extent permitted by law, each of the Borrowers and each other Loan Party hereby waives and releases any claims that it may have against the Administrative Agent, any of its Affiliates including the other Arrangers and the Lenders Arranger or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction transactions contemplated hereby.

Appears in 1 contract

Samples: Credit Agreement (Movado Group Inc)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrowers, Holdings and each other Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (ia) (Ai) the arranging and other services regarding this Agreement provided by the Administrative Agent Agent, the Arranger and the other Arrangers Lenders and their respective Affiliates are arm’s-length commercial transactions between the Borrowers, Holdings, each other Loan Parties Party and their respective Affiliates, on the one hand, and the Administrative Agent, the other Arrangers Arranger and the LendersLenders and their respective Affiliates, on the other hand, (Bii) each of the Borrowers, Holdings and the other Loan Party Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (Ciii) the Borrowers, Holdings and each other Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (iib) (Ai) the Administrative Agent, each other the Arranger and each Lenders Lender and each of their respective Affiliates each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary fiduciary, for each the Borrowers, Holdings, any other Loan Party or any of their respective Affiliates, or any other Person and (Bii) neither the Administrative Agent, any other Arranger the Arranger, nor any Lender nor any of their respective Affiliates has any obligation to the Borrowers, Holdings, any other Loan Parties Party or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iiic) the Administrative Agent, the other Arrangers, Arranger and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrowers, Holdings, the other Loan Parties and their respective Affiliates, and neither the Administrative Agent nor any other Arranger Agent, the Arranger, nor any Lender nor any of their respective Affiliates has any obligation to disclose any of such interests to the Borrowers, Holdings, any other Loan Parties Party or any of their respective Affiliates. To the fullest extent permitted by law, each of the Borrowers, Holdings and each other Loan Party hereby waives and releases any claims that it may have against the Administrative Agent, the other Arrangers and Arranger, the Lenders and their respective Affiliates with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction transactions contemplated hereby.

Appears in 1 contract

Samples: Credit Agreement (ONESPAWORLD HOLDINGS LTD)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, agrees that: (i) ) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent Agent, the Joint Arrangers and the other Arrangers Lenders are arm’s-length commercial transactions between the Loan Parties and their respective Affiliates, on the one hand, and the Administrative Agent, the other Joint Arrangers and the Lenders, on the other hand, (B) each Loan Party has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, each other Joint Arranger and each Lenders each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for each any Loan Party or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, any other Joint Arranger nor any Lender has any obligation to the any Loan Parties Party or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the other Arrangers, Joint Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties and their respective Affiliates, and neither the Administrative Agent nor Agent, any other Joint Arranger nor any Lender has any obligation to disclose any of such interests to the any Loan Parties Party or any of their respective Affiliates. To the fullest extent permitted by law, each Loan Party hereby waives and releases any claims that it may have against the Administrative Agent, the other Joint Arrangers and the Lenders or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.. 10.21

Appears in 1 contract

Samples: Credit Agreement (Globe Life Inc.)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrowers and each other Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (ia) (Ai) the arranging and other services regarding this Agreement provided by the Administrative Agent and any Affiliate thereof, and the other Arrangers Lenders are arm’s-length commercial transactions between the Borrowers, each other Loan Parties Party and their respective Affiliates, on the one hand, and the Administrative AgentAgent and, as applicable, its Affiliates and the Lenders and their Affiliates (collectively, solely for purposes of this Section, the other Arrangers and the Lenders”), on the other hand, (Bii) each of the Borrowers and the other Loan Party Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (Ciii) the Borrowers and each other Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) b) (Ai) the Administrative Agent, each other Arranger Agent and its Affiliates and each Lenders Lender each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary fiduciary, for each Borrowers, any other Loan Party or any of their respective Affiliates, or any other Person and (Bii) neither the Administrative Agent, any other Arranger of its Affiliates nor any Lender has any obligation to the Borrowers, any other Loan Parties Party or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iiic) the Administrative Agent, the other Arrangers, Agent and its Affiliates and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrowers, the other Loan Parties and their respective Affiliates, and neither the Administrative Agent nor Agent, any other Arranger of its Affiliates nor any Lender has any obligation to disclose any of such interests to the Borrowers, any other Loan Parties Party or any of their respective Affiliates. To the fullest extent permitted by law, each of the Borrowers and each other Loan Party hereby waives and releases any claims that it may have against the Administrative Agent, the other Arrangers and the Lenders any of its Affiliates or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction transactions contemplated hereby.

Appears in 1 contract

Samples: Credit Agreement (Chase Corp)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Company and each other Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent Agent, the Arrangers, and the other Arrangers Lenders are arm’s-length commercial transactions between the Company, each other Loan Parties Party and their respective Affiliates, on the one hand, and the Administrative Agent, the other Arrangers Arrangers, and the Lenders, on the other hand, (B) each of the Company and the other Loan Party Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Company and each other Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, each other Arranger the Arrangers and each Lenders each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for each the Company, any other Loan Party or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, any other Arranger the Arrangers nor any Lender has any obligation to the Company, any other Loan Parties Party or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the other Arrangers, Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, the other Loan Parties and their respective Affiliates, and neither the Administrative Agent nor any other Arranger Agent, the Arrangers, nor any Lender has any obligation to disclose any of such interests to the Company, any other Loan Parties Party or any of their respective Affiliates. To the fullest extent permitted by law, each of the Company and each other Loan Party hereby waives and releases any claims that it may have against the Administrative Agent, the other Arrangers and the Lenders or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 1 contract

Samples: Credit Agreement (Smith & Wesson Brands, Inc.)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower and each other Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (a) (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent Agent, the Arranger and the other Arrangers Lenders and their respective Affiliates are arm’s-length commercial transactions between the Borrower, each other Loan Parties Party and their respective Affiliates, on the one hand, and the Administrative Agent, the other Arrangers Arranger and the LendersLenders and their respective Affiliates, on the other hand, (Bii) each of the Borrower and the other Loan Party Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and 110 (C) each Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (Ai) the Administrative Agent, each other the Arranger and each Lenders Lender and each of their respective Affiliates each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary fiduciary, for each the Borrower, any other Loan Party or any of their respective Affiliates, or any other Person and (Bii) neither the Administrative Agent, any other Arranger the Arranger, nor any Lender nor any of their respective Affiliates has any obligation to the Borrower, any other Loan Parties Party or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iiic) the Administrative Agent, the other Arrangers, Arranger and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower, the other Loan Parties and their respective Affiliates, and neither the Administrative Agent nor any other Arranger Agent, the Arranger, nor any Lender nor any of their respective Affiliates has any obligation to disclose any of such interests to the Borrower, any other Loan Parties Party or any of their respective Affiliates. To the fullest extent permitted by law, each of the Borrower and each other Loan Party hereby waives and releases any claims that it may have against the Administrative Agent, the other Arrangers and Arranger, the Lenders and their respective Affiliates with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction transactions contemplated hereby.

Appears in 1 contract

Samples: Credit Agreement (Ameresco, Inc.)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each Loan Party Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent and the other Arrangers are arm’s-length commercial transactions between the each Borrower, each other Loan Parties Party and their respective Affiliates, on the one hand, and the Administrative Agent, the other Arrangers Agent and the LendersArrangers, on the other hand, (B) each Loan Party Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each Loan Party Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, each other Arranger Agent and each Lenders the Arrangers each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for each any Borrower, any other Loan Party or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, any other Agent nor either Arranger nor any Lender has any obligation to the any Borrower, any other Loan Parties Party or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, Agent and the other Arrangers, the Lenders Arrangers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrowers, the other Loan Parties and their respective Affiliates, and neither the Administrative Agent nor any other either Arranger nor any Lender has any obligation to disclose any of such interests to the any Borrower, any other Loan Parties Party or any of their respective Affiliates. To the fullest extent permitted by lawLaw, each Loan Party Borrower hereby waives and releases any claims that it may have against the Administrative Agent, the other Arrangers Agent and the Lenders Arrangers with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 1 contract

Samples: Credit Agreement (Tibco Software Inc)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent and the other Arrangers are arm’s-length commercial transactions between the Loan Parties and their respective Affiliates, on the one hand, and the Administrative Agent, the other Arrangers and the Lenders, on the other hand, (B) each Loan Party has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, each other Arranger and each Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for each Loan Party or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, any other Arranger nor any Lender has any obligation to the Loan Parties or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the other Arrangers, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties and their respective Affiliates, and neither the Administrative Agent nor any other Arranger nor any Lender has any obligation to disclose any of such interests to the Loan Parties or any of their respective Affiliates. To the fullest extent permitted by law, each Loan Party hereby waives and releases any claims that it may have against the Administrative Agent, the 171 CHAR1\1970297v6 other Arrangers and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 1 contract

Samples: Credit Agreement (Portillo's Inc.)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower and each other Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent and any Affiliate thereof, the other Arrangers Arranger, and the Lenders are arm’s-length commercial transactions between the Borrower, each other Loan Parties Party and their respective Affiliates, on the one hand, and the Administrative AgentAgent and, as applicable, its Affiliates (including the Arranger) and the Lenders and their Affiliates (collectively, solely for purposes of this Section, the other Arrangers and the Lenders”), on the other hand, (B) each of the Borrower and the other Loan Party Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower and each other Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, each other Arranger Agent and its Affiliates (including the Arranger) and each Lenders Lender each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for each the Borrower, any other Loan Party or any of their respective its Affiliates, or any other Person and (B) neither the Administrative Agent, any other Arranger of its Affiliates (including the Arranger) nor any Lender has any obligation to the Borrower, any other Loan Parties Party or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, its Affiliates (including the other Arrangers, Arranger) and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower, the other Loan Parties and their respective Affiliates, and neither the Administrative Agent nor Agent, any other Arranger of its Affiliates (including the Arranger) nor any Lender has any obligation to disclose any of such interests to the Borrower, any other Loan Parties Party or any of their respective Affiliates. To the fullest extent permitted by law, each of the Borrower and each other Loan Party hereby waives and releases any claims that it may have against the Administrative Agent, its Affiliates (including the other Arrangers and the Lenders Arranger) or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction transactions contemplated hereby.

Appears in 1 contract

Samples: Credit Agreement (Fresh Market, Inc.)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each Loan Party of Holdings and each Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, agree that: (i) 1) (Aa) the arranging and other services regarding this Agreement provided by the Administrative Agent Agents, the Lenders, and the other Arrangers are arm’s-length commercial transactions between Holdings and the Loan Parties and their respective AffiliatesBorrowers, on the one hand, and the Administrative AgentAgents, the other Arrangers Lenders and the LendersArrangers, on the other hand, ; (Bb) each Loan Party has the Borrowers and Holdings have consulted its their own legal, accounting, regulatory and tax advisors to the extent it has they deemed appropriate, ; and (Cc) each Loan Party is the Borrowers and Holdings are capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii2) (Aa) the Administrative each Agent, each other Arranger lender party hereto, and each Lenders Arranger each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for each Loan Party or any of their respective AffiliatesBorrower, Holdings, or any other Person and (Bb) neither the Administrative any Agent, any other Arranger lender, nor any Lender Arranger has any obligation to the Loan Parties any Borrower, Holdings or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii3) the Administrative AgentAgents, the other Arrangers, the Lenders lenders party hereto and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties Borrowers, Holdings and their respective Affiliates, and neither the Administrative Agent any Agent, any lender party hereto, nor any other Arranger nor any Lender has any obligation to disclose any of such interests to the Loan Parties Borrowers, Holdings or any of their respective Affiliates. To the fullest extent permitted by law, each Loan Party hereby waives and releases any claims that it may have against the Administrative Agent, the other Arrangers and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 1 contract

Samples: Revolving Credit Agreement (Venator Materials PLC)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent and the other Arrangers are arm’s-length commercial transactions between the Loan Parties and their respective Affiliates, on the one hand, and the Administrative Agent, the other Arrangers and the Lenders, on the other hand, (B) each Loan Party has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) ) (A) the Administrative Agent, each other Arranger and each Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for each Loan Party or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, any other Arranger nor any Lender has any obligation to the Loan Parties or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the other Arrangers, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties and their respective Affiliates, and neither the Administrative Agent nor any other Arranger nor any Lender has any obligation to disclose any of such interests to the Loan Parties or any of their respective Affiliates. To the fullest extent permitted by law, each Loan Party hereby waives and releases any claims that it may have against the Administrative Agent, the other Arrangers and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.. Section 10.20

Appears in 1 contract

Samples: Term Loan Credit Agreement (Prestige Consumer Healthcare Inc.)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent and the other Arrangers are arm’s-length commercial transactions between the Loan Parties and their respective Affiliates, on the one hand, and the Administrative Agent, the other Arrangers and the Lenders, on the other hand, (B) each Loan Party has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, appropriate and (C) each Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, each other Arranger and each Lenders each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for each Loan Party or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, any other Arranger nor any Lender has any obligation to the Loan Parties or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the other Arrangers, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties and their respective Affiliates, and neither the Administrative Agent nor any other Arranger nor any Lender has any obligation to disclose any of such interests to the Loan Parties or any of their respective Affiliates. To the fullest extent permitted by law, each Loan Party hereby waives and releases any claims agrees that it may have against will not claim that the Administrative Agent, the other Arrangers and the Lenders with respect to have rendered advisory services of any breach nature or alleged breach of agency respect, or owe any fiduciary duty or similar duty to such Loan Party or its Affiliates in connection with any aspect of any transaction contemplated herebyhereby or the process leading thereto.

Appears in 1 contract

Samples: Credit Agreement (OTG EXP, Inc.)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Credit Document), each Loan Party of the Credit Parties acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (a) (i) (A) the arranging and other services regarding this Credit Agreement provided by the Administrative Agent Agents and the other Arrangers are arm’s-length commercial transactions between the Loan Credit Parties and their respective Affiliates, on the one hand, and the Administrative Agent, the other Arrangers Agents and the LendersArrangers, on the other hand, (Bii) each Loan Party of the Credit Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (Ciii) each Loan Party of the Credit Parties is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Credit Documents; (iib)(i) (A) each of the Administrative Agent, each other Arranger Agents and each Lenders each of the Arrangers is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for each Loan Party the Credit Parties or any of their respective Affiliates, or any other Person and (Bii) neither the Administrative Agent, none of any other Arranger Agent nor any Lender Arranger has any obligation to the Loan Credit Parties or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Credit Documents; and (iiic) the Administrative Agent, Agents and the other Arrangers, the Lenders Arrangers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Credit Parties and their respective Affiliates, and neither the Administrative none of any Agent nor or any other Arranger nor any Lender has any obligation to disclose any of such interests to the Loan Credit Parties or any of and their respective Affiliates. To the fullest extent permitted by lawLaw, each Loan Party of the Credit Parties hereby waives and releases any claims that it may have against the Administrative Agent, the other Arrangers Agents and the Lenders Arrangers with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 1 contract

Samples: Credit Agreement (Owens & Minor Inc/Va/)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Borrowers, each other Loan Party and each Subsidiary of each Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (ia) (Ai) the arranging and other services regarding this Agreement provided by the Administrative Agent Agent, the Arrangers and the other Arrangers Lenders are arm’s-length commercial transactions between the Borrowers, each other Loan Parties Party, each Subsidiary of each Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, the other Arrangers each Arranger, and the Lenders, on the other hand, (Bii) each of the Borrowers and the other Loan Party Parties, and each Subsidiary of each Loan Party, has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (Ciii) each of the Borrowers and each other Loan Party Party, and each Subsidiary of each Loan Party, is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (iib) (Ai) the Administrative Agent, each other Arranger and each Lenders each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for each the Borrowers, any other Loan Party Party, any Subsidiary of a Loan Party, or any of their respective Affiliates, or any other Person and (Bii) neither the Administrative Agent, nor any other Arranger nor any Lender has any obligation to the Borrowers, any other Loan Parties Party, any Subsidiary of a Loan Party or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; , and (iiic) the Administrative Agent, the other Arrangers, Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrowers, the other Loan Parties Parties, each Subsidiary of each Loan Party, and their respective Affiliates, and neither the Administrative Agent nor any other Arranger nor any Lender has any obligation to disclose any of such interests to the Borrowers, any other Loan Parties Party, any Subsidiary of each Loan Party or any of their respective Affiliates. To the fullest extent permitted by law, each of the Borrowers, each other Loan Party and each Subsidiary of each Loan Party hereby waives and releases any claims that it may have against the Administrative Agent, the other Arrangers and the Lenders any Arranger or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 1 contract

Samples: Credit Agreement (Media General Inc)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each Loan Party Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, agrees that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent and the other Lead Arrangers are arm’s-length commercial transactions between the Borrowers, each other Loan Parties Party and their respective Affiliates, on the one hand, and the Administrative Agent, the other Arrangers Agent and the LendersLead Arrangers, on the other hand, (B) each Borrower and other Loan Party has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each Borrower and each other Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, each other Arranger Agent and each Lenders Lead Arrangers each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for each the Borrower, any other Loan Party or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, any other Arranger Agent nor any Lender Lead Arranger has any obligation to the Borrowers, any other Loan Parties Party or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, Agent and the other Arrangers, the Lenders Lead Arrangers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrowers, the other Loan Parties and their respective Affiliates, and neither the Administrative Agent nor any other Lead Arranger nor any Lender has any obligation to disclose any of such interests to the Borrowers, any other Loan Parties Party or any of their respective Affiliates. To the fullest extent permitted by law, each of the Borrowers and the other Loan Party Parties hereby waives and releases any claims that it may have against the Administrative Agent, Agent and the other Lead Arrangers and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 1 contract

Samples: Credit Agreement (Harris Stratex Networks, Inc.)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, agrees that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent Agent, the Arranger, and the other Arrangers Lenders are arm’s-length commercial transactions between the Company, each other Loan Parties Party, and their respective Affiliates, on the one hand, and the Administrative Agent, the other Arrangers Arranger and the LendersLenders and their Affiliates, on the other hand, (B) each of the Company and the other Loan Party Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Company and each other Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, each other the Arranger and each of the Lenders each and their Affiliates is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for each the Company, any other Loan Party or any of their respective Affiliates, or any other Person and (B) neither none of the Administrative Agent, the Arranger, any other Arranger Lender nor any Lender of their Affiliates has any obligation to the Company, any other Loan Parties Party or any of their respective Affiliates with respect to the transactions contemplated hereby except except, in the case of a Lender, those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the other Arrangers, Arranger and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties such Borrower and their respective its Affiliates, and neither the Administrative Agent nor no Lender or any other Arranger nor any Lender of its Affiliates has any obligation to disclose any of such interests to the Company, any other Loan Parties Party or any of their respective Affiliates. To the fullest extent permitted by law, each of the Company and each other Loan Party hereby waives and releases any claims that it may have against the Administrative Agent, the other Arrangers Arranger or any Lenders and the Lenders their respective Affiliates with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 1 contract

Samples: Term Loan Agreement (Bruker Corp)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent and the other Arrangers Arranger are arm’s-length commercial transactions between the Loan Parties and their respective Affiliates, on the one hand, and the Administrative Agent, the other Arrangers Arranger and the Lenders, on the other hand, (B) each Loan Party has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, each other the Arranger and each Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for each Loan Party or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, any other the Arranger nor any Lender has any obligation to the Loan Parties or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the other ArrangersArranger, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties and their respective Affiliates, and neither the Administrative Agent nor any other the Arranger nor any Lender has any obligation to disclose any of such interests to the Loan Parties or any of their respective Affiliates. To the fullest extent permitted by law, each Loan Party hereby waives and releases any claims that it may have against the Administrative Agent, the other Arrangers Arranger and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 1 contract

Samples: Term Loan Credit Agreement (Headwaters Inc)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Company and each other Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent Agent, the Arrangers, the Sustainability Coordinators and the other Arrangers Lenders are arm’s-length commercial transactions between the Company, each other Loan Parties Party and their respective Affiliates, on the one hand, and the Administrative Agent, the other Arrangers Arrangers, the Sustainability Coordinators and the Lenders, on the other hand, (B) each of the Company and the other Loan Party Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Company and each other Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, each other Arranger the Arrangers, the Sustainability Coordinators and each the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for each the Company, any other Loan Party or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, any other Arranger of the Arrangers, any of the Sustainability Coordinators nor any Lender has any obligation to the Company, any other Loan Parties Party or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the other Arrangers, the Sustainability Coordinators, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, the other Loan Parties and their respective Affiliates, and neither the Administrative Agent nor Agent, any other Arranger of the Arrangers, any of the Sustainability Coordinators nor any Lender has any obligation to disclose any of such interests to the Company, any other Loan Parties Party or any of their respective Affiliates. To the fullest extent permitted by law, each of the Company and each other Loan Party hereby waives and releases any claims that it may have against the Administrative Agent, the other Arrangers and Arrangers, the Lenders Sustainability Coordinators or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 1 contract

Samples: Credit Agreement (Celestica Inc)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each Loan Party the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (Aa)(i) the arranging and other services regarding this Agreement provided by the Administrative Agent and any Affiliate thereof and the other Arrangers Term Loan Lenders are arm’s-length commercial transactions between the Borrower, each other Loan Parties Party and their respective Affiliates, on the one hand, and the Administrative AgentAgent and, as applicable, its Affiliates and the Term Loan Lenders and their Affiliates (collectively, solely for purposes of this Section, the other Arrangers and the “Term Loan Lenders”), on the other hand, (Bii) each of the Borrower and the other Loan Party Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (Ciii) the Borrower and each other Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (Ab)(i) the Administrative Agent, each other Arranger Agent and its Affiliates and each Lenders Term Loan Lender and its Affiliates each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary fiduciary, for each the Borrower, any other Loan Party or any of their respective Affiliates, or any other Person and (Bii) neither the Administrative Agent, any other Arranger of its Affiliates nor any Term Loan Lender or any of its Affiliates has any obligation to the Borrower, any other Loan Parties Party or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iiic) the Administrative Agent, Agent and its Affiliates and the other Arrangers, the Term Loan Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower, the other Loan Parties and their respective Affiliates, and neither the Administrative Agent Agent, any of its Affiliates nor any other Arranger nor any Term Loan Lender or its Affiliates has any obligation to disclose any of such interests to the Borrower, any other Loan Parties Party or any of their respective Affiliates. To the fullest extent permitted by law, each of the Borrower and each other Loan Party hereby waives and releases any claims that it may have against the Administrative Agent, the other Arrangers and the Lenders any of its Affiliates or any Term Loan Lender or its Affiliates with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction transactions contemplated hereby.

Appears in 1 contract

Samples: Super Priority Credit Agreement (Basic Energy Services, Inc.)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, understanding that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent Agent, the Lenders and the other Arrangers Arrangers, are arm’s-length commercial transactions between the each Loan Parties Party and their respective Affiliates, on the one hand, and the Administrative Agent, the other Arrangers Lenders and the LendersArrangers, on the other hand, (B) each Loan Party has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) ), the Administrative Agent, each other Arranger Lender and each Lenders Arranger each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for each either Loan Party or any of their respective Affiliates, Affiliates or any other Person and (B) neither the Administrative Agent, any other Arranger Agent nor any Lender nor any Arranger has any obligation to the either Loan Parties Party or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the other Arrangers, the Lenders each Lender and each Arranger and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties and their respective Affiliates, and neither the Administrative Agent nor any other Arranger Lender nor any Lender Arranger has any obligation to disclose any of such interests to the Loan Parties or any of their respective Affiliates. To the fullest extent permitted by law, the Guarantor and the Borrower each Loan Party hereby waives and releases any claims that it may have against the Administrative Agent, the other Arrangers Lenders and the Lenders Arrangers with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 1 contract

Samples: Credit Agreement (Discovery Communications, Inc.)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each Loan Party hereby acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (ia) (Ai) the arranging and other services regarding this Agreement provided by the Administrative Agent Agent, the Arrangers and the other Arrangers Lenders are arm’s-length commercial transactions between the Co-Borrowers, each other Loan Parties Party and their respective Affiliates, on the one hand, and the Administrative Agent, the other Arrangers and the Lenders, on the other hand, (Bii) each Loan Party has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby Co-Borrowers and by the other Loan Documents; the (ii) (Ai) the Administrative Agent, each other Arranger the Arrangers and each the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for each the Co-Borrowers, any other Loan Party or any of their respective Affiliates, or any other Person and (Bii) neither the Administrative Agent, any other Arranger nor any Lender has any obligation to the Co-Borrowers, any other Loan Parties Party or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iiic) the Administrative Agent, the other Arrangers, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Co-Borrowers, the other Loan Parties and their respective Affiliates, and neither the Administrative Agent nor any other Arranger nor any Lender has any obligation to disclose any of such interests to the Co-Borrowers, any other Loan Parties Party or any of their respective Affiliates. To the fullest extent permitted by law, each Loan Party hereby waives and releases any claims that it may have against the Administrative Agent, the other Arrangers and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 1 contract

Samples: Credit Agreement (Premier, Inc.)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each Loan Party the Borrower acknowledges and agrees, agrees and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent and the other Arrangers are arm’s-length commercial transactions between the Borrower, each other Loan Parties Party and their respective Affiliates, on the one hand, and the Administrative Agent, the other Arrangers Agent and the LendersArrangers, on the other hand, (B) each Loan Party the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each Loan Party the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) each of the Administrative Agent, each other Arranger Agent and each Lenders each the Arrangers is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for each Loan Party the Borrower or any of their respective its Affiliates, or any other Person and (B) neither the Administrative Agent, any other Arranger Agent nor any Lender Arranger has any obligation to the Borrower, any other Loan Parties Party or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, Agent and the other Arrangers, the Lenders Arrangers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower, the other Loan Parties and their respective Affiliates, and neither the Administrative Agent nor any other Arranger nor any Lender has any obligation to disclose any of such interests to the Borrower, any other Loan Parties Party or any of their respective Affiliates. To the fullest extent permitted by law, each Loan Party the Borrower hereby waives and releases any claims that it may have against the Administrative Agent, the other Arrangers Agent and the Lenders Arrangers with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 1 contract

Samples: Credit Agreement (Cole Credit Property Trust II Inc)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other -115- Loan Document), the Borrower and each other Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent Agent, the Joint Lead Arrangers, the Mandated Lead Arranger and the other Arrangers Lenders are arm’s-length commercial transactions between the Borrower, each other Loan Parties Party and their respective Affiliates, on the one hand, and the Administrative Agent, the other Arrangers Joint Lead Arrangers, the Mandated Lead Arranger and the Lenders, on the other hand, (B) each of the Borrower and the other Loan Party Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower and each other Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, each other Joint Lead Arranger, the Mandated Lead Arranger and each Lenders each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for each the Borrower, any other Loan Party or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, any other Arranger Agent nor any Lender or Joint Lead Arranger or the Mandated Lead Arranger has any obligation to the Borrower, any other Loan Parties Party or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the other Joint Lead Arrangers, the Mandated Lead Arranger, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower, the other Loan Parties and their respective Affiliates, and neither the Administrative Agent nor any other Lender or Joint Lead Arranger nor any Lender or the Mandated Lead Arranger has any obligation to disclose any of such interests to the Borrower, any other Loan Parties Party or any of their respective Affiliates. To Each of the fullest extent permitted by law, each Borrower and the other Loan Party hereby waives and releases any claims Parties agrees that it may have against will not claim that any of the Administrative Agent, Joint Lead Arrangers, the other Arrangers and Mandated Lead Arranger or Lenders has rendered advisory services of any nature or respect or owes a fiduciary or similar duty to the Lenders with respect to any breach Borrower or alleged breach of agency or fiduciary duty such Loan Party, in connection with any aspect of any transaction the transactions contemplated herebyhereby or the process leading thereto.

Appears in 1 contract

Samples: Credit Agreement (Equinix Inc)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower and each other Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (ia) (Ai) the arranging and other services regarding this Agreement provided by the Administrative Agent and any Affiliate thereof, the other Arrangers Agents and the Lenders are arm’s-length commercial transactions between the Borrower, each other Loan Parties Party and their respective Affiliates, on the one hand, and the Administrative AgentAgent and, as applicable, its Affiliates and the Lenders and their Affiliates (collectively, solely for purposes of this Section, the other Arrangers and the Lenders”), on the other hand, (Bii) each of the Borrower and the other Loan Party Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (Ciii) the Borrower and each other Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) b) (Ai) the Administrative Agent, each other Arranger Agent and its Affiliates and each Lenders Lender each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary fiduciary, for each Borrower, any other Loan Party or any of their respective Affiliates, or any other Person and (Bii) neither the Administrative Agent, any other Arranger of its Affiliates nor any Lender has any obligation to the Borrower, any other Loan Parties Party or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iiic) the Administrative Agent, the other Arrangers, Agent and its Affiliates and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower, the other Loan Parties and their respective Affiliates, and neither the Administrative Agent nor Agent, any other Arranger of its Affiliates nor any Lender has any obligation to disclose any of such interests to the Borrower, any other Loan Parties Party or any of their respective Affiliates. To the fullest extent permitted by law, each of the Borrower and each other Loan Party hereby waives and releases any claims that it may have against the Administrative Agent, the other Arrangers and the Lenders any of its Affiliates or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction transactions contemplated hereby.

Appears in 1 contract

Samples: Term Loan Agreement (Armstrong Flooring, Inc.)

No Advisory or Fiduciary Responsibility. (a) In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower and each other Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (ia) (Ai) the arranging and other services regarding this Agreement provided by the Administrative Agent Agent, the Lender Representative and the other Arrangers Lenders and their respective Affiliates are arm’s-length commercial transactions between the Borrower each other Loan Parties Party and their respective Affiliates, on the one hand, and the Administrative Agent, the other Arrangers Lender Representative and the LendersLenders and their respective Affiliates, on the other hand, (Bii) each of the Borrower and the other Loan Party Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (Ciii) the Borrower and each other Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (iib) (Ai) the Administrative Agent, each other Arranger the Lender Representative and each Lenders Lender and each of their respective Affiliates each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary fiduciary, for each the Borrower any other Loan Party or any of their respective Affiliates, or any other Person and (Bii) neither the Administrative Agent, any other Arranger the Lender Representative, nor any Lender nor any of their respective Affiliates has any obligation to the Borrower any other Loan Parties Party or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iiic) the Administrative Agent, the other Arrangers, Lender Representative and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower the other Loan Parties and their respective Affiliates, and neither the Administrative Agent nor any other Arranger Agent, the Lender Representative, nor any Lender nor any of their respective Affiliates has any obligation to disclose any of such interests to the Borrower any other Loan Parties Party or any of their respective Affiliates. To the fullest extent permitted by law, each of the Borrower and each other Loan Party hereby waives and releases any claims that it may have against the Administrative Agent, the other Arrangers and Lender Representative, the Lenders and their respective Affiliates with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction transactions contemplated hereby. (b) The Borrower further acknowledges that the Lender Representative, the Lenders and their respective Affiliates may acquire, hold or sell, for their own accounts and the accounts of investors, the equity, debt and other securities and financial instruments (including, common equity, bank loans and other obligations) of, the Borrower and other companies with which the Borrower may have commercial or other relationships. With respect to any securities and/or financial instruments so held by the Lender Representative, the Lenders or their respective Affiliates or any of their respective investors, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion.

Appears in 1 contract

Samples: Credit Agreement (Alnylam Pharmaceuticals, Inc.)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, agrees that: : (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent Agent, the Arrangers, and the other Arrangers Lenders are arm’s-length commercial transactions between the Company, each other Loan Parties Party, and their respective Affiliates, on the one hand, and the Administrative Agent, the other Arrangers and the LendersLenders and their Affiliates, on the other hand, (B) each of the Company and the other Loan Party Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Company and each other Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; ; (ii) (A) the Administrative Agent, each other Arranger the Arrangers and each of the Lenders each and their Affiliates is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for each the Company, any other Loan Party or any of their respective Affiliates, or any other Person and (B) neither none of the Administrative Agent, the Arrangers, any other Arranger Lender nor any Lender of their Affiliates has any obligation to the Company, any other Loan Parties Party or any of their respective Affiliates with respect to the transactions contemplated hereby except except, in the case of a Lender, those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the other Arrangers, Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties such Borrower and their respective its Affiliates, and neither the Administrative Agent nor no Lender or any other Arranger nor any Lender of its Affiliates has any obligation to disclose any of such interests to the Company, any other Loan Parties Party or any of their respective Affiliates. To the fullest extent permitted by law, each of the Company and each other Loan Party hereby waives and releases any claims that it may have against the Administrative Agent, the other Arrangers or any Lenders and the Lenders their respective Affiliates with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 1 contract

Samples: Credit Agreement (Bruker Corp)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each Loan Party the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (a) (i) (A) the any arranging and and/or other activities or services regarding this Agreement (and the Loan Documents) provided by the Administrative Agent and any Affiliate thereof, and the other Arrangers Lenders are arm’s-length commercial transactions between the Borrower, each other Loan Parties Party and their respective Affiliates, on the one hand, and the Administrative AgentAgent (and as applicable, its Affiliates) and the Lenders and their Affiliates (collectively, solely for purposes of this Section, the other Arrangers and the Lenders”), on the other hand, (Bii) each of the Borrower and the other Loan Party Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (Ciii) the Borrower and each other Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) b) (Ai) the Administrative Agent, each other Arranger Agent and its Affiliates and each Lenders Lender each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary fiduciary, for each the Borrower, any other Loan Party or any of their respective Affiliates, or any other Person and (Bii) neither the Administrative Agent, any other Arranger of its Affiliates nor any Lender or its Affiliates has any obligation to the Borrower, any other Loan Parties Party or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iiic) the Administrative Agent, the other Arrangers, Agent and its Affiliates and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower, the other Loan Parties and their respective Affiliates, and neither the Administrative Agent nor Agent, any other Arranger of its Affiliates nor any Lender or any of its Affiliates has any obligation to disclose any of such interests to the Borrower, any other Loan Parties Party or any of their respective Affiliates. To the fullest extent permitted by law, each of the Borrower and each other Loan Party hereby waives and releases any claims that it may have against the Administrative Agent, the other Arrangers and the Lenders any of its Affiliates, or any Lender or any of its Affiliates with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction transactions contemplated hereby.

Appears in 1 contract

Samples: Term Loan Credit Agreement (Basic Energy Services Inc)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, agrees that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent Agent, the Arrangers, and the other Arrangers Lenders are arm’s-length commercial transactions between the Company, each other Loan Parties Party, and their respective Affiliates, on the one hand, and the Administrative Agent, the other Arrangers and the LendersLenders and their Affiliates, on the other hand, (B) each of the Company and the other Loan Party Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Company and each other Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, each other Arranger the Arrangers and each of the Lenders each and their Affiliates is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for each the Company, any other Loan Party or any of their respective Affiliates, or any other Person and (B) neither none of the Administrative Agent, the Arrangers, any other Arranger Lender nor any Lender of their Affiliates has any obligation to the Company, any other Loan Parties Party or any of their respective Affiliates with respect to the transactions contemplated hereby except except, in the case of a Lender, those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the other Arrangers, Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties Borrower and their respective its Affiliates, and neither the Administrative Agent nor no Lender or any other Arranger nor any Lender of its Affiliates has any obligation to disclose any of such interests to the Company, any other Loan Parties Party or any of their respective Affiliates. To the fullest extent permitted by law, each of the Company and each other Loan Party hereby waives and releases any claims that it may have against the Administrative Agent, the other Arrangers or any Lenders and the Lenders their respective Affiliates with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 1 contract

Samples: Term Loan Agreement (Bruker Corp)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower and each other Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (ia) (Ai) the arranging and other services regarding this Agreement provided by the Administrative Agent and any Affiliate thereof, the other Arrangers Agents and the Lenders are arm’s-length commercial transactions between the Borrower, each other Loan Parties Party and their respective Affiliates, on the one hand, and the Administrative AgentAgent and, as applicable, its Affiliates and the Lenders and their Affiliates (collectively, solely for purposes of this Section, the other Arrangers and the Lenders”), on the other hand, (Bii) each of the Borrower and the other Loan Party Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (Ciii) the Borrower and each other Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (iib) (Ai) the Administrative Agent, each other Arranger Agent and its Affiliates and each Lenders Lender each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary fiduciary, for each Borrower, any other Loan Party or any of their respective Affiliates, or any other Person and (Bii) neither the Administrative Agent, any other Arranger of its Affiliates nor any Lender has any obligation to the Borrower, any other Loan Parties Party or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iiic) the Administrative Agent, the other Arrangers, Agent and its Affiliates and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower, the other Loan Parties and their respective Affiliates, and neither the Administrative Agent nor Agent, any other Arranger of its Affiliates nor any Lender has any obligation to disclose any of such interests to the Borrower, any other Loan Parties Party or any of their respective Affiliates. To the fullest extent permitted by law, each of the Borrower and each other Loan Party hereby waives and releases any claims that it may have against the Administrative Agent, the other Arrangers and the Lenders any of its Affiliates or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction transactions contemplated hereby.

Appears in 1 contract

Samples: Term Loan Agreement (Armstrong Flooring, Inc.)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (Aa)(i) the arranging and other services regarding this Agreement provided by the Administrative Agent Agent, the Arrangers and the other Arrangers Lenders, are arm’s-length commercial transactions between the Loan Parties and their respective Affiliates, on the one hand, and the Administrative Agent, the other Arrangers and the Lenders, on the other hand, (Bii) each such Loan Party has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (Ciii) each such Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (iib)(i) (A) each of the Administrative Agent, each other Arranger the Arrangers and each the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for each such Loan Party or any of their respective its Affiliates, or any other Person and (Bii) neither the Administrative Agent, any other Arranger nor any Lender has any obligation to the such Loan Parties Party or any of their respective its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iiic) the Administrative Agent, the other Arrangers, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the such Loan Parties Party and their respective its Affiliates, and neither the CHAR1\1718846v5 Administrative Agent nor Agent, any other Arranger nor any Lender has any obligation to disclose any of such interests to the such Loan Parties Party or any of their respective its Affiliates. To the fullest extent permitted by law, each of the Loan Party Parties hereby waives and releases any claims that it may have against the Administrative Agent, the other Arrangers and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 1 contract

Samples: Credit Agreement (Mohawk Industries Inc)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower and each other Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (ia) (Ai) the arranging and other services regarding this Agreement provided by the Administrative Agent Agent, the ArrangerArrangers and the other Arrangers Lenders and their respective Affiliates are arm’s-length commercial transactions between the Borrower, each other Loan Parties Party and their respective Affiliates, on the one hand, and the Administrative Agent, the other Arrangers ArrangerArrangers and the LendersLenders and their respective Affiliates, on the other hand, (Bii) each of the Borrower, and the other Loan Party Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (Ciii) the Borrower and each other Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (iib) (Ai) the Administrative Agent, each other theeach Arranger and each Lenders Lender and each of their respective Affiliates each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary fiduciary, for each the Borrower, any other Loan Party or any of their respective Affiliates, or any other Person and (Bii) neither the Administrative Agent, any other Arranger theany Arranger, nor any Lender nor any of their respective Affiliates has any obligation to the Borrower, any other Loan Parties Party or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iiic) the Administrative Agent, the other Arrangers, ArrangerArrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower, the other Loan Parties and their respective Affiliates, and neither the Administrative Agent nor any other Arranger Agent, theany Arranger, nor any Lender nor any of their respective Affiliates has any obligation to disclose any of such interests to the Borrower, any other Loan Parties Party or any of their respective Affiliates. To the fullest extent permitted by law, each of the Borrower, and each other Loan Party hereby waives and releases any claims that it may have against the Administrative Agent, the other Arrangers and ArrangerArrangers, the Lenders and their respective Affiliates with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction transactions contemplated hereby.

Appears in 1 contract

Samples: Credit Agreement (Morningstar, Inc.)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Credit Document), each Loan of Credit Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, agrees that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent Agents, the Lead Arrangers, and the other Arrangers Lenders are arm’s-length commercial transactions between the Loan Parties Credit Party and their respective Affiliates, on the one hand, and the Administrative AgentAgents, the other Arrangers Lead Arrangers, the Issuing Banks and the Lenders, on the other hand, (B) each Loan Credit Party has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each Loan Credit Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Credit Documents; (ii) (A) the Administrative AgentAgents, each other Arranger the Lead Arrangers, the Issuing Banks and each the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for each Loan any Credit Party or any of their respective Affiliates, or any other Person and (B) neither the Administrative AgentAgents, any other Arranger the Lead Arrangers, the Issuing Banks nor any Lender has any obligation to the Loan Parties Credit Party or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Credit Documents; and (iii) the Administrative AgentAgents, the other Lead Arrangers, the Lenders Issuing Banks, the Lenders, and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Credit Parties and their respective Affiliates, and neither the Administrative Agent nor any other Arranger Agents, the Lead Arrangers, the Issuing Banks nor any Lender has any obligation to disclose any of such interests to the Loan Credit Parties or any of their respective Affiliates. To the fullest extent permitted by law, each Loan Credit Party hereby waives and releases any claims that it may have against the Administrative AgentAgents, the other Arrangers Lead Arrangers, the Issuing Banks and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 1 contract

Samples: Revolving Credit and Guaranty Agreement (Zekelman Industries, Inc.)

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