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 Credit 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, the Lead Arrangers and the Lenders are arm’s-length commercial transactions between the Borrower, each other Credit Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Lead Arrangers, and the Lenders, on the other hand, (B) each of the Borrower and the other Credit 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 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, the Lead Arrangers and 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 the Borrower, any other Credit Party or any of their respective Affiliates, or any other Person, and (B) neither the Administrative Agent, the Lead Arrangers nor any Lender has any obligation to the Borrower, 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 Documents; and (iii) the Administrative Agent, the 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 Borrower, the other Credit Parties and their respective Affiliates, and neither the Administrative Agent, the Lead Arrangers nor any Lender has any obligation to disclose any of such interests to the Borrower, any other Credit Party or any of their respective Affiliates. To the fullest extent permitted by law, the Borrower and each other Credit Party hereby waives and releases any claims that it may have against the Administrative Agent, the Lead Arrangers 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 Agreement (Cvent Holding Corp.), Credit Agreement (Dragoneer Growth Opportunities Corp. II), Second Lien Credit Agreement (Allvue Systems 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 Credit Document), the Borrower and each other Credit Party 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, the Collateral Agent, the Documentation Agent, the Syndication Agents, the Lead Arrangers, the Arrangers and the Lenders are arm’s-length commercial transactions between the Borrower, each other Credit Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Collateral Agent, the Documentation Agent, the Syndication Agents, the Lead Arrangers, the Arrangers and the Lenders, on the other hand, (B) each of the Borrower and the other Credit 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 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)(Aii) (A) the Administrative Agent, the Collateral Agent, the Documentation Agent, the Syndication Agents, the Lead Arrangers, the Arrangers and each Lender the Lenders 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 the Borrower, any other Credit Party or any of their respective Affiliates, or any other Person, Person and (B) neither none of the Administrative Agent, the Collateral Agent, the Documentation Agent, the Syndication Agents, the Lead Arrangers, the Arrangers nor any Lender or the Lenders has any obligation to the Borrower, 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 DocumentsCredit Documents or in other written agreements between the Administrative Agent, the Collateral Agent, the Documentation Agent, the Syndication Agents, the Lead Arrangers, the Arrangers or any Lender on one hand and Borrower, any other Credit Party or any of their respective Affiliates on the other hand; and (iii) the Administrative Agent, the Collateral Agent, the Documentation Agent, the Syndication Agents, the Lead Arrangers, the Arrangers and 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 Borrower, the other Credit Parties and their respective Affiliates, and neither none of the Administrative Agent, the Collateral Agent, the Documentation Agent, the Syndication Agents, the Lead Arrangers, the Arrangers nor any Lender or the Lenders has any obligation to disclose any of such interests to the Borrower, any other Credit Party or any of their respective Affiliates. Each Credit Party agrees that nothing in the Credit Documents will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between the Administrative Agent, the Collateral Agent, the Documentation Agent, the Syndication Agents, the Lead Arrangers, the Arrangers and the Lenders, on the one hand, and such Credit Party, its stockholders or its affiliates, on the other. To the fullest extent permitted by law, the each of Borrower and each other Credit Party hereby waives and releases any claims that it may have against the Administrative Agent, the Collateral Agent, the Documentation Agent, the Syndication Agents, the Lead Arrangers, the Arrangers 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 herebyhereby (other than any agency or fiduciary duty expressly set forth in an any engagement letter referenced in clause (ii)(A)).
Appears in 6 contracts
Samples: Credit Agreement (Wynn Resorts LTD), Credit Agreement (Wynn Las Vegas LLC), Credit Agreement (Wynn Las Vegas 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), the Borrower and each other Credit 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, the Lead Arrangers Arranger and the Lenders Lenders, are arm’s-length commercial transactions between the BorrowerBorrower , each other Credit Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Lead Arrangers, Arranger and the Lenders, on the other hand, (B) each of the Borrower and the other Credit Loan 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 Credit 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 Lead Arrangers Arranger and 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 the Borrower, any other Credit Loan Party or any of their respective Affiliates, or any other Person, Person and (B) neither the Administrative Agent, the Lead Arrangers Arranger nor any Lender has any obligation to the Borrower, any other Credit 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 (iii) the Administrative Agent, the Lead 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 Credit Loan Parties and their respective Affiliates, and neither the Administrative Agent, the Lead Arrangers Arranger nor any Lender has any obligation to disclose any of such interests to the Borrower, any other Credit Loan Party or any of their respective Affiliates. To the fullest extent permitted by lawApplicable Laws, each of the Borrower and each the other Credit Party Loan Parties hereby waives and releases any claims that it may have against the Administrative Agent, the Lead Arrangers or any Lender 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 6 contracts
Samples: Credit Agreement (Pebblebrook Hotel Trust), Credit Agreement (Pebblebrook Hotel Trust), Credit Agreement (Pebblebrook Hotel Trust)
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 Credit 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 AgentAgent and Arrangers, the Lead Arrangers and the Lenders are arm’s-length commercial transactions between the BorrowerBorrower , each other Credit Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Lead Agent and Arrangers, and the Lenders, on the other hand, (B) each of the Borrower and the other Credit Loan 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 Credit 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 Lead Arrangers each Arranger and 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 the Borrower, any other Credit Loan Party or any of their respective Affiliates, or any other Person, Person and (B) neither the Administrative Agent, the Lead Arrangers any Arranger nor any Lender has any obligation to the Borrower, any other Credit 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 (iii) the Administrative Agent, the Lead Arrangers 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 Credit Loan Parties and their respective Affiliates, and neither the Administrative Agent, the Lead Arrangers any Arranger nor any Lender has any obligation to disclose any of such interests to the Borrower, any other Credit Loan Party or any of their respective Affiliates. To the fullest extent permitted by law, the each of Borrower and each the other Credit Party Loan Parties hereby waives and releases any claims that it may have against the Administrative Agent, the Lead Arrangers Agent and 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: Credit Agreement (Rexford Industrial Realty, Inc.), Credit Agreement (Rexford Industrial Realty, Inc.), Credit Agreement (Rexford Industrial Realty, 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 Credit Loan Party acknowledges acknowledge and agreesagree, and acknowledges its acknowledge their respective Affiliates’ understanding, that: (i)(Ai) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Lead Arrangers Lenders and the Lenders Arrangers are arm’s-length commercial transactions between the Borrower, each other Credit Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Lead Arrangers, Lenders and the Lenders, Arrangers on the other hand, (B) each of the Borrower and the other Credit Parties has each Loan Party have consulted its their own legal, accounting, regulatory and tax advisors to the extent it has they have deemed appropriate, and (C) the Borrower and each other Credit 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)(Aii) (A) each of the Administrative Agent, the Lead Arrangers each Lender and each Lender is Arranger are and has have 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 the Borrower, any other Credit Loan Party or any of their respective Affiliates, or any other Person, Person and (B) neither the Administrative Agent, the Lead Arrangers any Lender nor any Lender Arranger has any obligation to the Borrower, Borrower nor any other Credit Loan Party or nor 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 Lead Arrangers each Lender and the Lenders each 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 Credit Loan Parties and any of their respective Affiliates, and neither the Administrative Agent, the Lead Arrangers any Lender nor any Lender Arranger has any obligation to disclose any of such interests to the Borrower, any other Credit Loan Party or any of their respective Affiliates. To the fullest extent permitted by law, the Borrower and each other Credit Loan Party hereby waives waive and releases release any claims that it may have against the Administrative Agent, the Lead Lenders and the Arrangers 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: Second Lien Credit Agreement (Moneygram International Inc), Credit Agreement (Moneygram International Inc), Credit Agreement (Moneygram 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 Borrower and each other Credit 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, the Lead Arrangers and the Lenders Lenders, are arm’s-length commercial transactions between the BorrowerBorrower , each other Credit Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Lead Arrangers, Arrangers and the Lenders, on the other hand, (B) each of the Borrower and the other Credit Loan 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 Credit 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 Lead Arrangers and 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 the Borrower, any other Credit Loan Party or any of their respective Affiliates, or any other Person, Person and (B) neither the Administrative Agent, the Lead Arrangers nor any Lender has any obligation to the Borrower, any other Credit 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 (iii) the Administrative Agent, the 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 Borrower, the other Credit Loan Parties and their respective Affiliates, and neither the Administrative Agent, the Lead Arrangers nor any Lender has any obligation to disclose any of such interests to the Borrower, any other Credit Loan Party or any of their respective Affiliates. To the fullest extent permitted by lawApplicable Laws, each of the Borrower and each the other Credit Party Loan Parties hereby waives and releases any claims that it may have against the Administrative Agent, the Lead Arrangers or any Lender 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 (Pebblebrook Hotel Trust), Credit Agreement (Pebblebrook Hotel Trust), Credit Agreement (Pebblebrook Hotel Trust)
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 Credit Loan Party 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, the Lead Arrangers Arrangers, and the Lenders are arm’s-length commercial transactions between the Borrower, each other Credit Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Lead Arrangers, Arrangers and the Lenders, on the other hand, (B) each of the Borrower and the other Credit Loan 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 Credit 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)(Aii) (A) the Administrative Agent, the Lead Arrangers and 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 the Borrower, any other Credit Loan Party or any of their respective Affiliates, or any other Person, and (B) neither the Administrative Agent, the Lead Arrangers nor any Lender has any obligation to the Borrower, any other Credit Party or any of their respective respect 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 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 Borrower, the other Credit Loan Parties and their respective Affiliates, and neither the Administrative Agent, the Lead Arrangers Arrangers, nor any Lender has any obligation to disclose any of such interests to the Borrower, any other Credit Loan Party or any of their respective Affiliates. To the fullest extent permitted by law, each of the Borrower and each other Credit Loan Party hereby waives and releases any claims that it may have against the Administrative Agent, the Lead Arrangers 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: Credit Agreement (Hudson Pacific Properties, L.P.), Term Loan Credit Agreement (Hudson Pacific Properties, L.P.), Term Loan Credit Agreement (Hudson Pacific Properties, L.P.)
No Advisory or Fiduciary Responsibility. The relationship between the Borrower, on the one hand, and the Lenders, the Administrative Agent and the Co-Syndication Agents on the other, shall be solely that of borrower and lender. Neither the Administrative Agent nor the Co-Syndication Agents nor any Lender shall have any fiduciary responsibilities to the Borrower. 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 Credit Loan Party 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, the Lead Arrangers Co-Syndication Agents and the Lenders Arrangers are arm’s-length commercial transactions between the Borrower, each other Credit Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Lead Arrangers, Co-Syndication Agents and the LendersArrangers, on the other hand, (B) each of the Borrower and the other Credit Loan 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 Credit 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)(Aii) (A) the Administrative Agent, the Lead Co-Syndication Agents and the Arrangers and 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 the Borrower, any other Credit Loan Party or any of their respective Affiliates, or any other Person, Person and (B) neither the Administrative Agent, Agent nor the Lead Arrangers Co-Syndication Agents nor any Lender Arranger has any obligation to the Borrower, any other Credit 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 (iii) the Administrative Agent, the Lead Co-Syndication Agents, 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 Borrower, the other Credit Loan Parties and their respective Affiliates, and neither the Administrative Agent, Agent nor the Lead Arrangers Co-Syndication Agents nor any Lender Arranger has any obligation to disclose any of such interests to the Borrower, any other Credit Party Loan Party, or any of their respective Affiliates. To the fullest extent permitted by law, each of the Borrower and each the other Credit Party Loan Parties hereby waives and releases any claims that it may have against the Administrative Agent, the Lead Co-Syndication Agents and the Arrangers or any Lender with respect to any breach or alleged breach of agency or fiduciary duty to the Borrower or any other Loan Party in connection with any aspect of any transaction contemplated hereby. Neither the Administrative Agent nor the Co-Syndication Agents nor any Lender undertakes any responsibility to the Borrower to review or inform the Borrower of any matter in connection with any phase of the Borrower’s business or operations.
Appears in 4 contracts
Samples: Credit Agreement (InvenTrust Properties Corp.), Assignment Agreement (InvenTrust Properties Corp.), Assignment Agreement (InvenTrust Properties 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 Credit Loan Party 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, the Lead Arrangers and the Lenders are arm’s-length commercial transactions between the Borrower, each other Credit Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Lead Arrangers, Arrangers and the Lenders, on the other hand, (B) each of the Borrower and the other Credit Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, appropriate and (C) the Borrower and each other Credit 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)(Aii) (A) each of the Administrative Agent, the Lead Arrangers and 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 the Borrower, any other Credit Loan Party or any of their respective Affiliates, or any other Person, Person and (B) neither none of the Administrative Agent, the Lead Arrangers nor or any Lender has any obligation to the Borrower, any other Credit 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 (iii) the Administrative Agent, the 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 Borrower, the other Credit Loan Parties and their respective Affiliates, and neither none of the Administrative Agent, the Lead Arrangers nor or any Lender has any obligation to disclose any of such interests to the Borrower, any other Credit Loan Party or any of their respective Affiliates. To the fullest extent permitted by law, each of the Borrower and each other Credit Loan Party hereby waives and releases any claims that it may have against the Administrative Agent, the Lead Arrangers 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: Credit Agreement (MPLX Lp), Credit Agreement (Marathon Petroleum Corp), Credit Agreement (MPLX 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), the each Borrower and each other Credit Loan Party 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 and the Lead Arrangers and the Lenders are arm’s-length commercial transactions between the each Borrower, each other Credit Party of the Loan Parties, and their respective Affiliates, on the one hand, and the Administrative Agent, Agent each of the Lead Arrangers, and the Lenders, on the other hand, (B) each of the Borrower Borrowers and the other Credit Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Borrower Borrowers and each other Credit 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)(Aii) (A) each of the Administrative Agent, the Lead Arrangers Agent and each Lender Joint Lead 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 the any Borrower, any other Credit Loan Party or any of their respective Affiliates, or any other Person, Person and (B) neither the Administrative Agent, the Lead Arrangers Agent nor any Lender Joint Lead Arranger has any obligation to the any Borrower, any other Credit 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 (iii) the Administrative Agent, Agent and the 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 BorrowerBorrowers, the other Credit Loan Parties and their respective Affiliates, and neither the Administrative Agent, the Lead Arrangers Agent nor any Lender Joint Lead Arranger has any obligation to disclose any of such interests to the any Borrower, any other Credit Loan Party or any of their respective Affiliates. To the fullest extent permitted by law, each of the Borrower Borrowers and each the other Credit Party Loan Parties hereby waives and releases any claims that it may have against the Administrative Agent, Agent and the Joint Lead Arrangers 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: Credit Agreement (World Fuel Services Corp), Fourth Amended and Restated Credit Agreement (World Fuel Services Corp), Credit Agreement and Joinder Agreement (World Fuel Services 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 Credit Loan Party 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, the Sole Lead Arrangers and Arranger and/or the Lenders are arm’s-length commercial transactions between the Borrower, each other Credit Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Sole Lead Arrangers, Arranger and the Lenders, on the other hand, (B) each of the Borrower and the other Credit Loan Parties has have consulted its their own legal, accounting, regulatory and tax advisors to the extent it has they have deemed appropriate, and (C) the Borrower and each other Credit 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)(Aii) (A) each of the Administrative Agent, the Sole Lead Arrangers Arranger and each Lender the Lenders 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 the Borrower, any other Credit Loan Party or any of their respective Affiliates, or any other Person, and (B) neither none of the Administrative Agent, Agent and the Lead Arrangers nor any Lender has any Lenders have no obligation to the Borrower, any other Credit Loan 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 Sole Lead Arrangers and 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 Credit Loan Parties and their respective Affiliates, and neither each of the Administrative Agent, the Sole Lead Arrangers nor any Lender Arranger and the Lenders has any no obligation to disclose any of such interests to the Borrower, any other Credit Loan Party or any of their respective Affiliates. To the fullest extent permitted by law, each of the Borrower and each the other Credit Party Loan Parties hereby waives and releases any claims that it may have against the Administrative Agent, the Sole Lead Arrangers 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 4 contracts
Samples: Credit Agreement (Tengasco Inc), Credit Agreement (Riley Exploration - Permian, LLC), Credit Agreement (Riley Exploration - Permian, 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), the Borrower and each other Credit Loan Party 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, the Lead Arrangers Arrangers, and the Lenders are arm’s-length commercial transactions between the Borrower, each other Credit Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Lead Arrangers, and the Lenders, on the other hand, (B) each of the Borrower and the other Credit Loan 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 Credit 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)(Aii) (A) the Administrative Agent, the Lead Arrangers and 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 the Borrower, any other Credit Loan Party or any of their respective Affiliates, or any other Person, Person and (B) neither the Administrative Agent, the Lead Arrangers nor any Lender has any obligation to the Borrower, any other Credit 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 (iii) the Administrative Agent, the 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 Borrower, the other Credit Loan Parties and their respective Affiliates, and neither the Administrative Agent, the Lead Arrangers Arrangers, nor any Lender has any obligation to disclose any of such interests to the Borrower, any other Credit Loan Party or any of their respective Affiliates. To the fullest extent permitted by law, each of the Borrower and each other Credit Loan Party hereby waives and releases any claims that it may have against the Administrative Agent, the Lead Arrangers 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 (Dun & Bradstreet Holdings, Inc.), Credit Agreement (Dun & Bradstreet Holdings, Inc.), Credit Agreement (Dun & Bradstreet 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), the Borrower and each other Credit Loan Party 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, the Lead Arrangers and the Lenders are arm’s-length commercial transactions between the Borrower, each other Credit Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Lead Arrangers, Arrangers and the Lenders, on the other hand, (B) each of the Borrower and the other Credit Loan 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 Credit 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)(Aii) (A) the Administrative Agent, the Lead Arrangers each Arranger and 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 the Borrower, any other Credit Loan Party or any of their respective Affiliates, or any other Person, Person and (B) neither the Administrative Agent, the Lead Arrangers any Arranger nor any Lender has any obligation to the Borrower, any other Credit 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 (iii) the Administrative Agent, the 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 Borrower, the other Credit Loan Parties and their respective Affiliates, and neither the Administrative Agent, the Lead Arrangers any Arranger, nor any Lender has any obligation to disclose any of such interests to the Borrower, any other Credit Loan Party or any of their respective Affiliates. To the fullest extent permitted by law, each of the Borrower and each other Credit Loan Party hereby waives and releases any claims that it may have against the Administrative Agent, the Lead Arrangers 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 3 contracts
Samples: Credit Agreement (Regis Corp), Credit Agreement (Regis Corp), Credit Agreement (Regis 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 Credit Loan Party acknowledges and agrees, and acknowledges its AffiliatesSubsidiaries’ understanding, that: (i)(Ai) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Lead Arrangers Lenders and the Lenders Arrangers are arm’s-length commercial transactions between the Borrower, Borrower and each other Credit Party and their respective AffiliatesLoan Party, on the one hand, and the Administrative Agent, the Lead Arrangers, Lenders and the LendersArrangers, on the other hand, (B) each of the Borrower and the each other Credit Parties 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 Credit 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)(Aii) (A) the Administrative Agent, the Lead Arrangers each Lender and each Lender 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 the Borrower, Borrower or any other Credit Loan Party or any of their respective its Affiliates, or any other Person, Person and (B) neither the Administrative Agent, the Lead Arrangers any Lender nor any Lender Arranger has any obligation to the Borrower, Borrower or any other Credit Loan 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 Lead 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 Borrower, the Borrower and each other Credit Parties Loan Party and their respective its Affiliates, and neither the Administrative Agent, the Lead Arrangers any Lender nor any Lender Arranger has any obligation to disclose any of such interests to the Borrower, Borrower or any other Credit Loan Party or any of their respective its Affiliates. To the fullest extent permitted by law, the Borrower and each other Credit Loan Party hereby waives and releases any claims that it may have against the Administrative Agent, the Lead Lenders and the Arrangers 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: Term Loan Agreement (Healthpeak Properties, Inc.), Credit Agreement (Healthpeak Properties, Inc.), Term Loan Agreement (Healthpeak Properties, 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 Credit 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 AgentAgent and any Affiliate thereof, the Lead Arrangers Arranger and the Lenders are arm’s-length commercial transactions between the Borrower, each other Credit Loan 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 11.17, the Lead Arrangers, and the “Lenders”), on the other hand, (Bii) each of the Borrower and the other Credit Loan 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 Credit 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, Agent and its Affiliates (including the Lead Arrangers Arranger) and each 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 the Borrower, any other Credit Loan Party or any of their respective Affiliates, or any other Person, Person and (Bii) neither the Administrative Agent, any of its Affiliates (including the Lead Arrangers Arranger) nor any Lender has any obligation to the Borrower, any other Credit 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, Agent and its Affiliates (including the Lead 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 Credit Loan Parties and their respective Affiliates, and neither the Administrative Agent, any of its Affiliates (including the Lead Arrangers Arranger) nor any Lender has any obligation to disclose any of such interests to the Borrower, any other Credit Loan Party or any of their respective Affiliates. To the fullest extent permitted by law, each of the Borrower and each other Credit Loan Party hereby waives and releases any claims that it may have against the Administrative Agent, any of its Affiliates (including the Lead Arrangers 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 (Trecora Resources), Credit Agreement (Solarcity Corp), Credit Agreement (Trecora Resources)
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 Credit Loan Party acknowledges and agrees, agrees and acknowledges its Affiliates’ understanding, understanding that: (i)(Aa) (i) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Lead Arrangers and and/or the Lenders are arm’s-length commercial transactions between the Borrower, each other Credit Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Lead Arrangers, Arrangers and the Lenders, on the other hand, (Bii) each of the Borrower and the other Credit Loan Parties has have consulted its their own legal, accounting, regulatory and tax advisors to the extent it has they have deemed appropriate, appropriate and (Ciii) the Borrower and each other Credit 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)(Ab) (i) each of the Administrative Agent, the Lead Arrangers and each Lender the Lenders 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 the Borrower, any other Credit Party Loan Party, or any of their respective Affiliates, or any other Person, Person and (Bii) neither none of the Administrative Agent, the Lead Arrangers nor and any Lender has any obligation to the Borrower, any other Credit Loan 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 (iiic) the Administrative Agent, the Lead Arrangers and 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 Credit Loan Parties and their respective Affiliates, and neither each of the Administrative Agent, the Lead Arrangers nor any Lender and the Lenders has any no obligation to disclose any of such interests to the Borrower, any other Credit Loan Party or of any of their respective Affiliates. To the fullest extent permitted by lawLaw, the each of Borrower and each the other Credit Party Loan Parties hereby waives waive and releases release, any claims that it may have against the Administrative Agent, the Lead Arrangers or any and each 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 (Biotelemetry, Inc.), Credit Agreement (Biotelemetry, Inc.), Credit Agreement (BioTelemetry, 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 Credit Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i)(Aa) (i) no fiduciary, advisory or agency relationship between any Loan Party and its Subsidiaries and the Bank is intended to be or has been created in respect of the transactions contemplated hereby or by the other Loan Documents, irrespective of whether the Bank has advised or is advising any Loan Party or any of its Subsidiaries on other matters, (ii) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Lead Arrangers and the Lenders Bank are arm’s-length commercial transactions between the Borrower, each other Credit Party such Loan Parties and their respective Affiliates, on the one hand, and the Administrative Agent, the Lead Arrangers, and the LendersBank, on the other hand, (Biii) each of the Borrower and the other Credit Parties Loan Party has consulted its own legal, accounting, regulatory and tax advisors to the extent that it has deemed appropriate, appropriate and (Civ) the Borrower and each other Credit 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; and (ii)(Ab) (i) the Administrative Agent, the Lead Arrangers and each Lender Bank 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 the Borrower, any other Credit Loan Party or any of their respective its Affiliates, or any other Person, and ; (Bii) neither the Administrative Agent, the Lead Arrangers nor any Lender Bank has any no obligation to the Borrower, any other Credit Loan 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 Lead Arrangers Bank and the Lenders and their its respective Affiliates may be engaged engaged, for their own accounts or the accounts of customers, in a broad range of transactions that involve interests that differ from those of the Borrower, the other Credit Parties any Loan Party and their respective its Affiliates, and neither the Administrative Agent, the Lead Arrangers nor any Lender Bank has any no obligation to disclose any of such interests to the Borrower, any other Credit Loan Party or any of their respective its Affiliates. To the fullest extent permitted by law, the Borrower and each other Credit Loan Party hereby waives and releases any claims that it may have against the Administrative Agent, the Lead Arrangers or any Lender Bank 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 (Pioneer Power Solutions, Inc.), Credit Agreement (Pioneer Power Solutions, Inc.), Credit Agreement (Pioneer Power Solutions, 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 Credit Loan Party 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, the Lead Arrangers Arranger, and the Lenders are arm’s-length commercial transactions between the Borrower, each other Credit Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Lead ArrangersArranger, and the Lenders, on the other hand, (B) each of the Borrower and the other Credit Loan 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 Credit 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)(Aii) (A) the Administrative Agent, the Lead Arrangers Arranger and 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 the Borrower, any other Credit Loan Party or any of their respective Affiliates, or any other Person, Person and (B) neither the Administrative Agent, the Lead Arrangers Arranger nor any Lender has any obligation to the Borrower, any other Credit 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 (iii) the Administrative Agent, the Lead 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 Credit Loan Parties and their respective Affiliates, and neither the Administrative Agent, the Lead Arrangers Arranger, nor any Lender has any obligation to disclose any of such interests to the Borrower, any other Credit Loan Party or any of their respective Affiliates. To the fullest extent permitted by law, each of the Borrower and each other Credit Loan Party hereby waives and releases any claims that it may have against the Administrative Agent, the Lead Arrangers 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 (Nathans Famous, Inc.), Credit Agreement (TPG RE Finance Trust, Inc.), Credit Agreement (Zulily, 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 Parent, Borrower, and each other Credit 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, the Agent and Lead Arrangers and the Lenders are arm’s-length commercial transactions between the Parent, Borrower, each other Credit Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Agent and Lead Arrangers, and the Lenders, on the other hand, (B) each of the Borrower Parent, Borrower, and the other Credit Loan 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 Credit 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 Lead Arrangers each Lender and each Lender Lead 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 the Parent, Borrower, any other Credit Party Loan Party, or any of their respective Affiliates, or any other Person, Person and (B) neither the Administrative Agent, the Lead Arrangers any Lender nor any Lender Lead Arranger has any obligation to the Parent, Borrower, any other Credit Party 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 (iii) the Administrative Agent, the each Lender and each Lead Arrangers and 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 Parent, Borrower, the other Credit Parties Loan Parties, and their respective Affiliates, and neither the Administrative Agent, the Lead Arrangers any Lender nor any Lender Lead Arranger has any obligation to disclose any of such interests to the Parent, Borrower, any other Credit Party Loan Party, or any of their respective Affiliates. To the fullest extent permitted by lawLaw, each of Parent, Borrower, and the Borrower and each other Credit Party Loan Parties hereby waives and releases any claims that it may have against the Administrative Agent, the each Lender and each Lead Arrangers or any Lender 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 3 contracts
Samples: Credit Agreement (American Realty Capital Properties, Inc.), Credit Agreement (American Realty Capital Trust III, Inc.), Credit Agreement (American Realty Capital Properties, 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 Borrowers and each other Credit Loan Party acknowledges acknowledge and agreesagree, and acknowledges its Affiliates’ understanding, that: (i)(Aa)(i) the arranging and other services regarding this Agreement provided by the Administrative AgentAgent and any Affiliate thereof, the Lead Arrangers any Arranger and the Lenders are arm’s-length commercial transactions between the BorrowerBorrowers, each other Credit Loan Party and their respective Affiliates, on the one hand, and the Administrative AgentAgent and, the Lead Arrangersas applicable, its Affiliates, any Arranger and, as applicable, its Affiliates, and the Lenders and their Affiliates (collectively, solely for purposes of this Section, the “Lenders”), on the other hand, (Bii) each of the Borrower Borrowers and the other Credit Loan Parties has have consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (Ciii) the Borrower Borrowers and each other Credit 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)(Ab)(i) the Administrative Agent, the Lead Arrangers any Arranger (and their respective Affiliates) and each 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 the any Borrower, any other Credit Loan Party or any of their respective Affiliates, or any other Person, Person and (Bii) neither none of the Administrative Agent, the Lead Arrangers nor any Arranger, any of their respective Affiliates or any Lender has any obligation to the BorrowerBorrowers, any other Credit 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 Lead Arrangers any Arranger, any of 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 BorrowerBorrowers, the other Credit Loan Parties and their respective Affiliates, and neither the Administrative Agent, the Lead Arrangers any Arranger, any of their respective Affiliates nor any Lender has any obligation to disclose any of such interests to the BorrowerBorrowers, any other Credit Loan Party or any of their respective Affiliates. To the fullest extent permitted by law, the each Borrower and each other Credit Loan Party hereby waives and releases any claims that it may have against the Administrative Agent, the Lead Arrangers any Arranger, any of their respective 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 3 contracts
Samples: Credit Agreement (Stoneridge Inc), Credit Agreement (Stoneridge Inc), Credit Agreement (Stoneridge 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 Credit Party acknowledges and agrees, and acknowledges and agrees that it has informed its other Affiliates’ understanding, that: (i)(Ai) (A) no fiduciary, advisory or agency relationship between any of the Borrower and its Subsidiaries and the Administrative Agent or any Lender is intended to be or has been created in respect of any of the transactions contemplated hereby and by the other Loan Documents, irrespective of whether the Administrative Agent or any Lender has advised or is advising any of the Borrower and its Subsidiaries on other matters, (B) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Lead Arrangers Agent and the Lenders are arm’s-length commercial transactions between the Borrower, each other Credit Party and their respective AffiliatesLoan Parties, on the one hand, and the Administrative Agent, the Lead Arrangers, Agent and the Lenders, on the other hand, (BC) each of the Borrower and the other Credit Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (CD) the Borrower and each 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 Documents; (ii)(Aii) (A) the Administrative Agent, the Lead Arrangers Agent and each Lender of the Lenders is and has been acting solely as a principal and, except as may otherwise be 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 the Borrower, any other Credit Party Borrower or any of their respective its Affiliates, or any other Person, Person and (B) neither none of the Administrative Agent, the Lead Arrangers nor Agent or any Lender has any obligation to the Borrower, any other Credit Party Borrower 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 Lead Arrangers Agent 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 Credit Parties Borrower and their respective its Affiliates, and neither none of the Administrative Agent, the Lead Arrangers nor Agent or any Lender has any obligation to disclose any of such interests and transactions to the Borrower, any other Credit Party Borrower or any of their respective its Affiliates. To the fullest extent permitted by law, the Borrower and each other Credit Party hereby waives and releases any claims that it may have against the Administrative Agent, Agent and the Lead Arrangers or any Lender 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 (Amryt Pharma PLC), Credit Agreement (Amryt Pharma PLC), Restructuring Support Agreement (Novelion Therapeutics 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 Credit Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i)(Ai) (A) the arranging and other services regarding this Agreement provided by the Administrative AgentAgents, the Lead Arrangers and the Lenders are arm’s-length commercial transactions between the Borrower, each other Credit Loan Party and their respective Affiliates, on the one hand, and the Administrative AgentAgents, the Lead Arrangers, Arrangers and the Lenders, on the other hand, (B) each of the Borrower and the other Credit Loan 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 Credit 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)(Aii) the Administrative (A) each Agent, the Lead Arrangers each Arranger and 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 the Borrower, any other Credit Loan Party or any of their respective Affiliates, or any other Person, Person and (B) neither the Administrative Agent, the Lead Arrangers Agents nor any Arranger or Lender has any obligation to the Borrower, any other Credit 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 (iii) the Administrative AgentAgents, the 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 Borrower, the other Credit Loan Parties and their respective Affiliates, and neither the Administrative Agent, the Lead Arrangers Agents nor any Arranger or Lender has any obligation to disclose any of such interests to the Borrower, any other Credit Loan Party or any of their respective Affiliates. To the fullest extent permitted by law, each of the Borrower and each the other Credit Party Loan Parties hereby waives and releases any claims that it may have against the Administrative AgentAgents, the Lead Arrangers or any Lender 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: Third Amendment and Restatement Agreement (Targa Resources Partners LP), Credit Agreement (Targa Resources Partners LP), Credit Agreement (Targa Resources 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 Credit Document), the Parent Borrower and each other Credit Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, agrees that: (i)(Ai) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Lead Arrangers Lenders and the Lenders Arranger are arm’s-length commercial transactions between the Parent Borrower, each other Credit Loan Party and their its respective Affiliates, on the one hand, and the Administrative Agent, the Lead Arrangers, Lenders and the Lenders, Arranger on the other hand, (B) each of the Parent Borrower and the other Credit Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Parent Borrower and each other Credit 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 Credit Documents; (ii)(Aii) (A) each of the Administrative Agent, the Lead Arrangers and each Lender and the 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 the Parent Borrower, any other Credit Loan Party or any of their its respective Affiliates, or any other Person, Person and (B) neither the Administrative Agent, the Lead Arrangers nor any Lender nor any Arranger has any obligation to the Parent Borrower, any other Credit 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 Credit Documents; and (iii) the Administrative Agent, the Lead Arrangers Lenders and 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 Parent Borrower, the other Credit Loan Parties and their respective Affiliates, and neither the Administrative Agent, the Lead Arrangers Agent nor any Lender nor any Arranger has any obligation to disclose any of such interests to the Parent Borrower, any other Credit Loan Party or any of their respective Affiliates. To the fullest extent permitted by law, each of the Parent Borrower and each the other Credit Party Loan Parties hereby waives and releases any claims that it may have against the Administrative Agent, the Lead Arrangers or any Lender Lenders and the 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 3 contracts
Samples: Credit Agreement (Arch Capital Group Ltd.), Credit Agreement (Arch Capital Group Ltd.), Credit Agreement (Arch Capital Group 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 Parent, Borrower, and each other Credit 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, the Agent and each Joint Lead Arrangers and the Lenders Arranger are arm’s-length commercial transactions between the Parent, Borrower, each other Credit Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Agent and each Joint Lead Arrangers, and the LendersArranger, on the other hand, (B) each of the Borrower Parent, Borrower, and the other Credit Loan 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 Credit 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 Lead Arrangers Agent and each Lender Joint Lead 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 the Parent, Borrower, any other Credit Party Loan Party, or any of their respective Affiliates, or any other Person, Person and (B) neither the Administrative Agent, the Lead Arrangers Agent nor any Lender Joint Lead Arranger has any obligation to the Parent, Borrower, any other Credit Party 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 (iii) Administrative Agent and the Administrative Agent, the 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 Parent, Borrower, the other Credit Parties Loan Parties, and their respective Affiliates, and neither the Administrative Agent, the Lead Arrangers Agent nor any Lender Joint Lead Arranger has any obligation to disclose any of such interests to the Parent, Borrower, any other Credit Party Loan Party, or any of their respective Affiliates. To the fullest extent permitted by lawLaw, each of Parent, Borrower, and the Borrower and each other Credit Party Loan Parties hereby waives and releases any claims that it may have against Administrative Agent and the Administrative Agent, the Joint Lead Arrangers 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 (DLC Realty Trust, Inc.), Credit Agreement (DLC Realty Trust, Inc.), Credit Agreement (DLC Realty 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 Credit Loan Party 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, the Lead Arrangers and the Lenders are arm’s-length commercial transactions between the Borrower, each other Credit Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Lead Arrangers, Arrangers and the Lenders, on the other hand, (B) each of the Borrower and the other Credit Loan 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 Credit 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)(Aii) (A) the Administrative Agent, the Lead Arrangers and 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 the Borrower, any other Credit Loan Party or any of their respective Affiliates, or any other Person, Person and (B) neither the Administrative Agent, the Lead Arrangers nor any Lender has any obligation to the Borrower, any other Credit 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 (iii) the Administrative Agent, the 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 Borrower, the other Credit Loan Parties and their respective Affiliates, and neither the Administrative Agent, the Lead Arrangers any Arranger nor any Lender has any obligation to disclose any of such interests to the Borrower, any other Credit Loan Party or any of their respective Affiliates. To the fullest extent permitted by law, each of the Borrower and each other Credit Loan Party hereby waives and releases any claims that it may have against the Administrative Agent, the Lead Arrangers 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 (Dave & Buster's Entertainment, Inc.), Credit Agreement (Dave & Buster's Entertainment, Inc.), Credit Agreement (Dave & Buster's Entertainment, 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 each Borrower and each other Credit Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i)(Ai) (A) the arranging and other services regarding this Credit Agreement provided by the Administrative AgentAgent and each Co-Lead Arranger, the Lead Arrangers and the Lenders are arm’s-length commercial transactions between the BorrowerBorrowers, each other Credit Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Agent and each Co-Lead Arrangers, and the LendersArranger, on the other hand, (B) each of the Borrower Borrowers and the other Credit Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the each Borrower and each other Credit 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)(Aii) (A) the Administrative Agent, the Lead Arrangers Agent and each Lender Co-Lead 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 the BorrowerBorrowers, any other Credit Loan Party or any of their respective Affiliates, or any other Person, Person and (B) neither the Administrative Agent, the Lead Arrangers Agent nor any Lender Co-Lead Arranger has any obligation to the BorrowerBorrowers, any other Credit 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 (iii) the Administrative Agent, the Agent and each Co-Lead Arrangers and 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 BorrowerBorrowers, the other Credit Loan Parties and their respective Affiliates, and neither the Administrative Agent, the Lead Arrangers Agent nor any Lender Co-Lead Arranger has any obligation to disclose any of such interests to the BorrowerBorrowers, any other Credit Loan Party or any of their respective Affiliates. To the fullest extent permitted by law, each of the Borrower Borrowers and each the other Credit Party Loan Parties hereby waives and releases any claims that it may have against the Administrative Agent, the Agent and each Co-Lead Arrangers or any Lender 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 3 contracts
Samples: Credit Agreement (Barnes Group Inc), Revolving Credit Agreement (Barnes Group Inc), Assignment and Assumption (Barnes 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 Borrower Holdings and each other Credit Loan Party 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, the Lead Arrangers Arranger, and the Lenders are arm’s-length commercial transactions between the BorrowerHoldings, each other Credit Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Lead ArrangersArranger, and the Lenders, on the other hand, (B) each of the Borrower Holdings and the other Credit Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower Holdings and each other Credit 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)(Aii) (A) the Administrative Agent, the Lead Arrangers Arranger and 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 the BorrowerHoldings, any other Credit Loan Party or any of their respective Affiliates, or any other Person, Person and (B) neither the Administrative Agent, the Lead Arrangers Arranger nor any Lender has any obligation to the BorrowerHoldings, any other Credit 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 (iii) the Administrative Agent, the Lead 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 BorrowerHoldings, the other Credit Loan Parties and their respective Affiliates, and neither the Administrative Agent, the Lead Arrangers Arranger, nor any Lender has any obligation to disclose any of such interests to the Borrower, any other Credit Loan Party or any of their respective Affiliates. To the fullest extent permitted by law, each of the Borrower and each other Credit Loan Party hereby waives and releases any claims that it may have against the Administrative Agent, the Lead Arrangers 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.. 183
Appears in 3 contracts
Samples: Credit Agreement (Latham Group, Inc.), Credit Agreement (Latham Group, Inc.), Credit Agreement (Latham 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 each Borrower and each other Credit Loan Party 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, the Lead Arrangers and the Lenders are arm’s-length commercial transactions between the such Borrower, each other Credit Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Lead Arrangers, Arrangers and the Lenders, on the other hand, (B) each of the such Borrower and the other Credit Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the such Borrower and each other Credit 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)(Aii) (A) the Administrative Agent, the Lead Arrangers and the 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 the such Borrower, any other Credit Loan Party or any of their respective Affiliates, Affiliates or any other Person, Person and (B) neither the Administrative Agent, the Lead Arrangers Agent nor any Arranger nor any Lender has any obligation to the such Borrower, any other Credit 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 (iii) the Administrative Agent, the 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 such Borrower, the other Credit Loan Parties and their respective Affiliates, and neither the Administrative Agent, the Lead Arrangers Agent nor any Arranger nor any Lender has any obligation to disclose any of such interests to the any Borrower, any other Credit Loan Party or any of their respective Affiliates. To the fullest extent permitted by law, each of the Borrower Borrowers and each the other Credit Party Loan Parties hereby waives and releases any claims that it may have against the Administrative Agent, the Lead Arrangers or any Lender 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 (Tetra Tech Inc), Credit Agreement (Tetra Tech Inc), Credit Agreement (Tetra Tech 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 Borrowers and each other Credit Loan Party acknowledges acknowledge and agreesagree, and acknowledges its acknowledge their respective Affiliates’ understanding, that: (i)(Aa) (i) the arranging and other services regarding this Agreement provided by the Administrative AgentAgent and any Affiliate thereof, the Lead Arrangers Arranger and the Lenders are arm’s-length commercial transactions between the BorrowerBorrowers, each other Credit Loan Party and their respective Affiliates, on the one hand, and the Administrative AgentAgent and its Affiliates (including the Arranger), the Lead ArrangersL/C Issuer and its Affiliates, the Collateral Agent and its Affiliates and the LendersLenders and their Affiliates , on the other hand, (Bii) each of the Borrower Borrowers and the other Credit Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (Ciii) the Borrower Borrowers and each other Credit 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)(Ab) (i) the Administrative AgentAgent and its Affiliates (including the Arranger), the Lead Arrangers L/C Issuer and its Affiliates, the Collateral Agent and its Affiliates and each Lender is and has its Affiliates each are and 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 the BorrowerBorrowers, any other Credit Loan Party or any of their respective Affiliates, or any other Person, Person and (Bii) neither none the Administrative AgentAgent and any of its Affiliates (including the Arranger), the Lead Arrangers nor L/C Issuer and any of its Affiliates, the Collateral Agent and any of its Affiliates, or any Lender and any of its Affiliates has any obligation to the BorrowerBorrowers, any other Credit Loan Party or any of their respective Affiliates with respect to the [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. 155 transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iiic) the Administrative AgentAgent and its Affiliates (including the Arranger), the Lead Arrangers L/C Issuer and its Affiliates, the Collateral 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 BorrowerBorrowers, the other Credit Loan Parties and their respective Affiliates, and neither none the Administrative AgentAgent and any of its Affiliates (including the Arranger), the Lead Arrangers nor L/C Issuer and any of its Affiliates, the Collateral Agent and any of its Affiliates, or any Lender and any of its Affiliates has any obligation to disclose any of such interests to the BorrowerBorrowers, any other Credit Loan Party or any of their respective Affiliates. To the fullest extent permitted by law, each of the Borrower Borrowers and each other Credit Loan Party hereby waives and releases any claims that it may have against the Administrative AgentAgent and any of its Affiliates (including the Arranger), the Lead Arrangers L/C Issuer and any of its Affiliates, the Collateral Agent and any of its Affiliates, or any Lender and 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 3 contracts
Samples: Credit Agreement (Sunrun Inc.), Credit Agreement (Sunrun Inc.), Credit Agreement (Sunrun 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 each Borrower and each other Credit Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i)(Ai) (A) the arranging and other services regarding this Agreement provided by the Administrative AgentAgents, the Lead Arrangers Lenders and the Lenders Arranger are arm’s-length commercial transactions between the BorrowerBorrowers, each other Credit Loan Party and their respective Affiliates, on the one hand, and the Administrative AgentAgents, the Lead Arrangers, Lenders and the LendersArranger, on the other hand, (B) each of the such Borrower and the each other Credit Parties Loan Party has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the such Borrower and each other Credit 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)(Aii) (A) each of the Administrative AgentAgents, the Lead Arrangers Lenders and each Lender the 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 the any Borrower, any other Credit Loan Party or any of their respective Affiliates, or any other Person, Person and (B) neither none of the Administrative Agent, Agents nor the Lead Arrangers Lenders nor any Lender the Arranger has any obligation to the any Borrower, any other Credit 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 (iii) the Administrative AgentAgents, the Lead Arrangers Lenders and 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 BorrowerBorrowers, the other Credit Loan Parties and their respective Affiliates, and neither none of the Administrative Agent, Agents nor the Lead Arrangers Lenders nor any Lender the Arranger has any obligation to disclose any of such interests to the any Borrower, any other Credit Loan Party or any of their respective Affiliates. To the fullest extent permitted by law, each of the Borrower Borrowers and each the other Credit Party Loan Parties hereby waives and releases any claims that it may have against any of the Administrative AgentAgents, the Lead Arrangers Lenders or any Lender the 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 3 contracts
Samples: Credit Agreement (McKesson Corp), Credit Agreement (McKesson Corp), Credit Agreement (McKesson 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 Credit Loan Party acknowledges and agrees, agrees and acknowledges its Affiliates’ understanding, ' understanding that that: (i)(Ai) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Lead Arrangers and and/or the Lenders are arm’s-length commercial transactions between the Borrower, each other Credit Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Lead Arrangers, Arrangers and the Lenders, on the other hand, (B) each of the Borrower and the other Credit Loan Parties has have consulted its their own legal, accounting, regulatory and tax advisors to the extent it has they have deemed appropriate, and (C) the Borrower and each other Credit 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)(Aii) (A) each of the Administrative Agent, the Lead Arrangers and each Lender the Lenders 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 the Borrower, any other Credit Party Loan Party, or any of their respective Affiliates, or any other Person, Person and (B) neither none of the Administrative Agent, the Lead Arrangers nor and any Lender has any obligation to the Borrower, any other Credit Loan 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 Lead Arrangers and 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 Credit Loan Parties and their respective Affiliates, and neither each of the Administrative Agent, the Lead Arrangers nor any Lender and the Lenders has any no obligation to disclose any of such interests to the Borrower, any other Credit Loan Party or of any of their respective Affiliates. To the fullest extent permitted by lawLaw, the each of Borrower and each the other Credit Party Loan Parties hereby waives waive and releases release any claims that it may have against the Administrative Agent, the Lead Arrangers or any and each 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 (Molina Healthcare, Inc.), Credit Agreement (Molina Healthcare Inc), Credit Agreement (Molina 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 of the Borrower and each the other Credit Party Loan Parties 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, the Lead Arrangers Agent and the Lenders Arranger, are arm’s-length commercial transactions between the Borrower, each the other Credit Party Loan Parties and their respective Affiliates, on the one hand, and the Administrative Agent, the Lead Arrangers, Agent and the LendersArranger, on the other hand, (B) each of the Borrower and the each other Credit Parties Loan Party has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Borrower and each other Credit 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)(Aii) (A) the Administrative Agent, Agent and the Lead Arrangers and Arranger 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 the Borrower, any the other Credit Party Loan Parties or any of their respective Affiliates, or any other Person, Person and (B) neither the Administrative Agent, Agent nor the Lead Arrangers nor any Lender Arranger has any obligation to the Borrower, and any other Credit 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 (iii) the Administrative Agent, the Lead Arrangers Agent and 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 Credit Loan Parties and their respective Affiliates, and neither the Administrative Agent, Agent nor the Lead Arrangers nor any Lender Arranger has any obligation to disclose any of such interests to the Borrower, any the other Credit Party Loan Parties or any of their respective Affiliates. To the fullest extent permitted by law, each of the Borrower and each the other Credit Party Loan Parties hereby waives and releases any claims that it may have against the Administrative Agent, Agent and the Lead Arrangers or any Lender 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 2 contracts
Samples: Credit Agreement (Albany Molecular Research Inc), Credit Agreement (Albany Molecular Research 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 and each other Credit 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 AgentAgent and the Arranger, the Lead Arrangers and the Lenders are arm’s-length commercial transactions between the Borrower, each other Credit Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, Agent and the Lead ArrangersArranger, and the Lenders, on the other hand, (B) each of the Borrower and the each other Credit Parties Loan Party has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Borrower and each other Credit 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, Agent and the Lead Arrangers Arranger and 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 the Borrower, any other Credit Party Loan Party, or any of their respective Affiliates, or any other Person, Person and (B) neither the Administrative Agent, Agent nor the Lead Arrangers Arranger nor any Lender has any obligation to the Borrower, any other Credit Party 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 (iii) the Administrative Agent, the Lead 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 Credit Loan Parties and their respective Affiliates, and neither the Administrative Agent, Agent nor the Lead Arrangers Arranger nor any Lender has any obligation to disclose any of such interests to the Borrower, any other Credit Loan Party or any of their respective Affiliates. To the fullest extent permitted by law, each of the Borrower and each other Credit Loan Party hereby waives and releases any claims that it may have against the Administrative Agent, Agent and the Lead Arrangers 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 (Ashford Inc.), Credit Agreement (Ashford 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 Credit Party 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, the Lead Arrangers and Fronting Lender and/or the Lenders are arm’s-length commercial transactions between the Borrower, each other Credit Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Lead Arrangers, Fronting Lender and the Lenders, on the other hand, (B) each of the Borrower and the other Credit Parties has have consulted its their own legal, accounting, regulatory and tax advisors to the extent it has they have deemed appropriate, and (C) the Borrower and each other Credit 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)(Aii) (A) each of the Administrative Agent, Fronting Lender and the Lead Arrangers and each Lender Lenders 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 agent, or fiduciary for the Borrower, any other Credit Party or any of their respective Affiliates, or any other Person, and (B) neither the Administrative Agent, the Lead Arrangers Fronting Lender nor any Lender has any obligation to the Borrower, any other Credit 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 Lead Arrangers and Fronting Lender , the Lenders and their respective Affiliates affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower, the other Credit Parties and their respective Affiliates, and neither each of the Administrative Agent, Fronting Lender and the Lead Arrangers nor any Lender Lenders has any no obligation to disclose any of such interests to the Borrower, any other Credit Party or any of their respective Affiliates. To the fullest extent permitted by law, each of the Borrower and each the other Credit Party Parties hereby waives and releases any claims that it may have against the Administrative Agent, the Lead Arrangers Fronting Lender 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 Security Agreement, Credit and Security Agreement (Kratos Defense & Security Solutions, 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 Credit Loan Party acknowledges and agrees, agrees that and acknowledges its Affiliates’ understanding, Affiliates understanding that: (i)(Ai) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, Agent and the Joint-Lead Arrangers and the Lenders are arm’s-length commercial transactions between the Borrower, each other Credit Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, Agent and the Joint-Lead Arrangers, and the Lenders, on the other hand, (B) each of the Borrower and the other Credit Loan 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 Credit 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)(Aii) (A) the Administrative Agent, the Lead Arrangers Agent and each Lender Joint-Lead 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 the Borrower, any other Credit Loan Party or any of their respective Affiliates, or any other Person, Person and (B) neither the Administrative Agent, Agent nor the Joint-Lead Arrangers nor any Lender has any obligation to the Borrower, any other Credit 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 (iii) the Administrative Agent, Agent and the 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 Borrower, the other Credit Loan Parties and their respective Affiliates, and neither the Administrative Agent, Agent nor the Joint-Lead Arrangers nor any Lender has any obligation to disclose any of such interests to the Borrower, any other Credit Loan Party or any of their respective Affiliates. To the fullest extent permitted by law, each of the Borrower and each the other Credit Party Loan Parties hereby waives and releases any claims that it may have against the Administrative Agent, Agent and the Joint-Lead Arrangers 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 (Alaska Air Group Inc), Credit Agreement (Alaska Air 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 Credit Document), the Borrower and each other Credit 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, the Lead Arrangers and the Lenders are arm’sarms-length commercial transactions between the Borrower, each other Credit Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Lead Arrangers, Arrangers and the Lenders, on the other hand, (B) each of the Borrower and the each other Credit Parties 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 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)(Aii) (A) the Administrative Agent, the Lead Arrangers and each Lender is the Lenders are, and has have 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 the Borrower, any other Credit Party or any of their respective Affiliates, or any other Person, Person and (B) neither none of the Administrative Agent, the Lead Arrangers any Arranger nor any Lender has any obligation to the Borrower, 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 Documents; and (iii) Credit Documents or as expressly agreed in writing by the relevant parties the Administrative Agent, the 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 Borrower, the other Credit Parties and their respective Affiliates, and neither none of the Administrative Agent, the Lead Arrangers any Arranger nor any Lender has any obligation to disclose any of such interests to the Borrower, any other Credit Party or any of their respective Affiliates. To the fullest extent permitted by law, the Borrower and each other Credit Party hereby waives and releases any claims that it may have against the Administrative Agent, the Lead Arrangers 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 (PPL Energy Supply LLC), Credit Agreement (Talen Energy 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), the Borrower and each other Credit Loan Party 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, the Lead Arrangers Arranger, and the Lenders are arm’s-length commercial transactions between the Borrower, each other Credit Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Lead ArrangersArranger, and the Lenders, on the other hand, (B) each of the Borrower and the other Credit Loan 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 Credit 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)(Aii) (A) the Administrative Agent, the Lead Arrangers Arranger and 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 the Borrower, any other Credit Loan Party or any of their respective Affiliates, or any other Person, Person and (B) neither the Administrative Agent, the Lead Arrangers Arranger nor any Lender has any obligation to the Borrower, any other Credit 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 (iii) the Administrative Agent, the Lead 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 Credit Loan Parties and their respective Affiliates, and neither the Administrative Agent, the Lead Arrangers Arranger, nor any Lender has any obligation to disclose any of such interests to the Borrower, any other Credit Loan Party or any of their respective Affiliates. To the fullest extent permitted by law, the Borrower and each other Credit Loan Party hereby waives and releases any claims that it may have against the Administrative Agent, the Lead Arrangers 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 (American Residential Properties, Inc.), Credit Agreement (American Residential Properties, 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 Credit 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, the Lead Arrangers and the Lenders are arm’s-length commercial transactions between the Borrower, each other Credit Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Lead Arrangers, Arrangers and the Lenders, on the other hand, (B) each of the Borrower and the other Credit Loan 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 Credit 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 Lead Arrangers and the 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 the Borrower, any other Credit Loan Party or any of their respective Affiliates, or any other Person, Person and (B) neither the Administrative Agent, Agent nor the Lead Arrangers nor any Lender the Lenders has any obligation to the Borrower, any other Credit 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 (iii) the Administrative Agent, the 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 Borrower, the other Credit Loan Parties and their respective Affiliates, and neither the Administrative Agent, Agent nor the Lead Arrangers nor any Lender the Lenders has any obligation to disclose any of such interests to the Borrower, any other Credit Loan Party or any of their respective Affiliates. To the fullest extent permitted by law, each of the Borrower and each the other Credit Party Loan Parties hereby waives and releases any claims that it may have against the Administrative Agent, the Lead Arrangers or any Lender 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: Term Loan Agreement (Agree Realty Corp), Term Loan Agreement (Agree Realty 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 Credit Loan Party acknowledges acknowledge and agreesagree, and acknowledges its acknowledge their respective Affiliates’ understanding, that: (i)(Aa) (i) the arranging and other services regarding this Agreement provided by the Administrative AgentAgent and any Affiliate thereof, the Lead Arrangers each Arranger and the Lenders are arm’s-length commercial transactions between the Borrower, each other Credit Loan Party and their respective Affiliates, on the one hand, and the Administrative AgentAgent and its Affiliates, the Lead ArrangersL/C Issuer and its Affiliates, the Collateral Agent and its Affiliates and the LendersLenders and their Affiliates (including in the case of any such Affiliate as an Arranger), on the other hand, (Bii) each of the Borrower and the other Credit Loan 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 Credit 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)(Ab) (i) the Administrative AgentAgent and its Affiliates, the Lead Arrangers L/C Issuer and its Affiliates, the Collateral Agent and its Affiliates and each Lender is and has its Affiliates (including in the case of any such Affiliate as an Arranger) each are and 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 the Borrower, any other Credit Loan Party or any of their respective Affiliates, or any other Person, Person and (Bii) neither none the Administrative AgentAgent and any of its Affiliates, the Lead Arrangers nor L/C Issuer and any of its Affiliates, the Collateral Agent and any of its Affiliates, or any Lender and any of its Affiliates (including in the case of any such Affiliate as an Arranger) has any obligation to the Borrower, any other Credit 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 AgentAgent and its Affiliates, the Lead Arrangers L/C Issuer and its Affiliates, the Collateral Agent and its Affiliates, and the Lenders and their respective Affiliates (including in the case of any such Affiliate as an Arranger) may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower, the other Credit Loan Parties and their respective Affiliates, and neither none the Administrative AgentAgent and any of its Affiliates, the Lead Arrangers nor L/C Issuer and any of its Affiliates, the Collateral Agent and any of its Affiliates, or any Lender and any of its Affiliates (including in the case of any such Affiliate as an Arranger) has any obligation to disclose any of such interests to the Borrower, any other Credit Loan Party or any of their respective Affiliates. To the fullest extent permitted by law, each of the Borrower and each other Credit Loan Party hereby waives and releases any claims that it may have against the Administrative AgentAgent and any of its Affiliates, the Lead Arrangers L/C Issuer and any of its Affiliates, the Collateral Agent and any of its Affiliates, or any Lender and any of its Affiliates (including in the case of any such Affiliate as an Arranger) 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 (Sunrun Inc.), Credit Agreement (Sunrun 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 Credit 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 AgentAgent and any Affiliate thereof, the Lead Arrangers Arranger and the Lenders are arm’s-length commercial transactions between the Borrower, each other Credit Loan 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 11.17, the Lead Arrangers, and the “Lenders”), on the other hand, (Bii) each of the Borrower and the other Credit Loan 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 Credit 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, Agent and its Affiliates (including the Lead Arrangers Arranger) and each 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 the Borrower, any other Credit Loan Party or any of their respective Affiliates, or any other Person, Person and (Bii) neither the Administrative Agent, any of its Affiliates (including the Lead Arrangers Arranger) nor any Lender has any obligation to the Borrower, any other Credit 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, Agent and its Affiliates (including the Lead 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 Credit Loan Parties and their respective Affiliates, and neither the Administrative Agent, any of its Affiliates (including the Lead Arrangers Arranger) nor any Lender has any obligation to disclose any of such interests to the Borrower, any other Credit Loan Party or any of their respective Affiliates. [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. To the fullest extent permitted by law, each of the Borrower and each other Credit Loan Party hereby waives and releases any claims that it may have against the Administrative Agent, any of its Affiliates (including the Lead Arrangers 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 (Solarcity Corp), Credit Agreement (Solarcity 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 Credit Loan Party acknowledges and agrees, agrees and acknowledges its Affiliates’ understanding, understanding that that: (i)(Ai) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Lead Arrangers and and/or the Lenders are arm’s-length commercial transactions between the Borrower, each other Credit Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Lead Arrangers, Arrangers and the Lenders, on the other hand, (B) each of the Borrower and the other Credit Loan Parties has have consulted its their own legal, accounting, regulatory and tax advisors to the extent it has they have deemed appropriate, and (C) the Borrower and each other Credit 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)(Aii) (A) each of the Administrative Agent, the Lead Arrangers and each Lender the Lenders 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 the Borrower, any other Credit Party Loan Party, or any of their respective Affiliates, or any other Person, Person and (B) neither none of the Administrative Agent, the Lead Arrangers nor any Lender has any obligation to the Borrower, any other Credit Loan 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 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 Borrower, the other Credit Loan Parties and their respective Affiliates, and neither each of the Administrative Agent, the Lead Arrangers nor any Lender and the Lenders has any no obligation to disclose any of such interests to the Borrower, any other Credit Loan Party or of any of their respective Affiliates. To the fullest extent permitted by lawLaw, the each of Borrower and each the other Credit Party Loan Parties hereby waives waive and releases release, any claims that it may have against the Administrative Agent, the Lead Arrangers or any and each 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 (OneWater Marine Inc.), Credit Agreement (OneWater Marine 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 Borrower, Holdings and each other Credit 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, the Lead Arrangers Lender and the Lenders any Affiliate thereof are arm’s-length commercial transactions between the Borrower, Holdings, each other Credit Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Lead Arrangers, Lender and the Lendersits Affiliates, on the other hand, (Bii) each of the Borrower Borrower, Holdings and the other Credit Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (Ciii) the Borrower Borrower, Holdings and each other Credit 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, the Lead Arrangers Lender and its Affiliates 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 fiduciary, for the Borrower, Holdings, any other Credit Loan Party or any of their respective Affiliates, or any other Person, Person and (Bii) neither the Administrative Agent, the Lead Arrangers Lender nor any Lender of its Affiliates has any obligation to the Borrower, Holdings, any other Credit 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 Lead Arrangers Lender and the Lenders and their respective its Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower, Holdings, the other Credit Loan Parties and their respective Affiliates, and neither the Administrative Agent, the Lead Arrangers Lender nor any Lender of its Affiliates has any obligation to disclose any of such interests to the Borrower, Holdings, any other Credit Loan Party or any of their respective Affiliates. To the fullest extent permitted by law, each of the Borrower Borrower, Holdings and each other Credit Loan Party hereby waives and releases any claims that it may have against the Administrative Agent, the Lead Arrangers Lender or any Lender 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 2 contracts
Samples: Credit Agreement (nCino, Inc.), Credit Agreement (nCino, 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 Credit Loan Party 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, the Lead Arrangers Arranger, and the Lenders are arm’s-length commercial transactions between the Borrower, each other Credit Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Lead Arrangers, Arranger and the Lenders, on the other hand, (B) each of the Borrower and the other Credit Loan 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 Credit 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)(Aii) (A) the Administrative Agent, the Lead Arrangers Arranger and 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 the Borrower, any other Credit Loan Party or any of their respective Affiliates, or any other Person, Person and (B) neither the Administrative Agent, the Lead Arrangers Arranger nor any Lender has any obligation to the Borrower, any other Credit 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 (iii) the Administrative Agent, the Lead 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 Credit Loan Parties and their respective Affiliates, and neither the Administrative Agent, the Lead Arrangers Arranger nor any Lender has any obligation to disclose any of such interests to the Borrower, any other Credit Loan Party or any of their respective Affiliates. To the fullest extent permitted by law, each of the Borrower and each other Credit Loan Party hereby waives and releases any claims that it may have against the Administrative Agent, the Lead Arrangers 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: Assignment and Assumption (Varian Medical Systems Inc), Assignment and Assumption (Varian Medical Systems 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 Credit Loan Party hereby 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, the Lead Arrangers and the Lenders are arm’s-length commercial transactions between the BorrowerCo-Borrowers, each other Credit Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Lead Arrangers, Arrangers and the Lenders, on the other hand, (Bii) each of the Borrower Co-Borrowers and the other Credit Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (Ciii) the Borrower Co-Borrowers and each other Credit 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, the Lead Arrangers and the 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 the BorrowerCo-Borrowers, any other Credit Loan Party or any of their respective Affiliates, or any other Person, Person and (Bii) neither the Administrative Agent, the Lead Arrangers any Arranger nor any Lender has any obligation to the BorrowerCo-Borrowers, any other Credit 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 Lead Arrangers and 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 BorrowerCo-Borrowers, the other Credit Loan Parties and their respective Affiliates, and neither the Administrative Agent, the Lead Arrangers Agent nor any Lender Arranger has any obligation to disclose any of such interests to the BorrowerCo-Borrowers, any other Credit Loan Party or any of their respective Affiliates. To the fullest extent permitted by law, the Borrower and each other Credit Loan Party hereby waives and releases any claims that it may have against the Administrative Agent, the Lead Arrangers or any Lender 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 (Premier, Inc.), 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), the Borrower and each other Credit Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i)(Aa) (i) no fiduciary, advisory or agency relationship between any Loan Party and its Subsidiaries and the the Bank is intended to be or has been created in respect of the transactions contemplated hereby or by the other Loan Documents, irrespective of whether the Bank has advised or is advising any Loan Party or any of its Subsidiaries on other matters, (ii) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Lead Arrangers and the Lenders Bank are arm’s-length commercial transactions between the Borrower, each other Credit Party such Loan Parties and their respective Affiliates, on the one hand, and the Administrative Agent, the Lead Arrangers, and the LendersBank, on the other hand, (Biii) each of the Borrower and the other Credit Parties Loan Party has consulted its own legal, accounting, regulatory and tax advisors to the extent that it has deemed appropriate, appropriate and (Civ) the Borrower and each other Credit 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; and (ii)(Ab) (i) the Administrative Agent, the Lead Arrangers and each Lender Bank 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 the Borrower, any other Credit Loan Party or any of their respective its Affiliates, or any other Person, and ; (Bii) neither the Administrative Agent, the Lead Arrangers nor any Lender Bank has any no obligation to the Borrower, any other Credit Loan 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 Lead Arrangers Bank and the Lenders and their its respective Affiliates may be engaged engaged, for their own accounts or the accounts of customers, in a broad range of transactions that involve interests that differ from those of the Borrower, the other Credit Parties any Loan Party and their respective its Affiliates, and neither the Administrative Agent, the Lead Arrangers nor any Lender Bank has any no obligation to disclose any of such interests to the Borrower, any other Credit Loan Party or any of their respective its Affiliates. To the fullest extent permitted by law, the Borrower and each other Credit Loan Party hereby waives and releases any claims that it may have against the Administrative Agent, the Lead Arrangers or any Lender Bank 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 (Willdan Group, Inc.), Credit Agreement (Willdan 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 Borrower and each other Credit Loan Party acknowledges and agrees, agrees and acknowledges its Affiliates’ understanding, understanding that that: (i)(Ai) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Lead Arrangers and and/or the Lenders are arm’s-length commercial transactions between the Borrower, each other Credit Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Lead Arrangers, Arrangers and the Lenders, on the other hand, (B) each of the Borrower and the other Credit Loan Parties has have consulted its their own legal, accounting, regulatory and tax advisors to the extent it has they have deemed appropriate, and (C) the Borrower and each other Credit 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)(Aii) (A) each of the Administrative Agent, the Lead Arrangers and each Lender the Lenders 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 the Borrower, any other Credit Party Loan Party, or any of their respective Affiliates, or any other Person, and (B) neither none of the Administrative Agent, the Lead Arrangers nor any Arranger and any Lender has any obligation to the Borrower, any other Credit Loan 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 Lead Arrangers and 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 Credit Loan Parties and their respective Affiliates, and neither each of the Administrative Agent, the Lead Arrangers nor any Lender and the Lenders has any no obligation to disclose any of such interests to the Borrower, any other Credit Loan Party or of any of their respective Affiliates. To the fullest extent permitted by lawLaw, the each of Borrower and each the other Credit Party Loan Parties hereby waives waive and releases release, any claims that it may have against the Administrative Agent, the Lead Arrangers or any each Arranger and each 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 (Rotech Healthcare Holdings Inc.), Credit Agreement (Rotech Healthcare 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), the each Borrower and each other Credit Loan Party 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 and the Joint Lead Arrangers and the Lenders are arm’s-length commercial transactions between the each Borrower, each other Credit Party of the Loan Parties, and their respective Affiliates, on the one hand, and the Administrative Agent, Agent each of the Joint Lead Arrangers, and the Lenders, on the other hand, (B) each of the Borrower Borrowers and the other Credit Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Borrower Borrowers and each other Credit 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)(Aii) (A) each of the Administrative Agent, the Lead Arrangers Agent and each Lender Joint Lead 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 the any Borrower, any other Credit Loan Party or any of their respective Affiliates, or any other Person, Person and (B) neither the Administrative Agent, the Lead Arrangers Agent nor any Lender Joint Lead Arranger has any obligation to the any Borrower, any other Credit 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 (iii) the Administrative Agent, Agent and the 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 BorrowerBorrowers, the other Credit Loan Parties and their respective Affiliates, and neither the Administrative Agent, the Lead Arrangers Agent nor any Lender Joint Lead Arranger has any obligation to disclose any of such interests to the any Borrower, any other Credit Loan Party or any of their respective Affiliates. To the fullest extent permitted by law, each of the Borrower Borrowers and each the other Credit Party Loan Parties hereby waives and releases any claims that it may have against the Administrative Agent, Agent and the Joint Lead Arrangers 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 (World Fuel Services Corp), Credit Agreement (World Fuel Services 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 Credit Loan Party 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, the Lead Arrangers and the Lenders are arm’s-length commercial transactions between the Borrower, each other Credit Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Lead Arrangers, Arrangers and the Lenders, on the other hand, (B) each of the Borrower and the other Credit Loan 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 Credit 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)(Aii) (A) the Administrative Agent, the Lead Arrangers and the 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 the Borrower, any other Credit Loan Party or any of their respective Affiliates, or any other Person, Person and (B) neither the Administrative Agent, any of the Lead Arrangers nor any Lender has any obligation to the Borrower, any other Credit 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 (iii) the Administrative Agent, the Lead Arrangers and 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 Credit Loan Parties and their respective Affiliates, and neither the Administrative Agent, any of the Lead Arrangers nor any Lender has any obligation to disclose any of such interests to the Borrower, any other Credit Loan Party or any of their respective Affiliates. To the fullest extent permitted by law, each of the Borrower and each other Credit Loan Party hereby waives and releases any claims that it may have against the Administrative Agent, the Lead Arrangers 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 (Ii-Vi Inc), Credit Agreement (Ii-Vi 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 Credit 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 AgentAgent and any Affiliate thereof, the Lead Arrangers Arranger and the Lenders are arm’s-length commercial transactions between the Borrower, each other Credit Loan Party and their respective Affiliates, on the one hand, and the Administrative AgentAgent and, as applicable, its Affiliates (including the Sole Lead Arranger) and the Lenders and their Affiliates (collectively, solely for purposes of this Section, the Lead Arrangers, and the “Lenders”), on the other hand, (Bii) each of the Borrower and the other Credit Loan 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 Credit 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, Agent and its Affiliates (including the Sole Lead Arrangers Arranger) and each 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 the Borrower, any other Credit Loan Party or any of their respective Affiliates, or any other Person, Person and (Bii) neither the Administrative Agent, any of its Affiliates (including the Sole Lead Arrangers Arranger) nor any Lender has any obligation to the Borrower, any other Credit 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, Agent and its Affiliates (including the Sole Lead 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 Credit Loan Parties and their respective Affiliates, and neither the Administrative Agent, any of its Affiliates (including the Sole Lead Arrangers Arranger) nor any Lender has any obligation to disclose any of such interests to the Borrower, any other Credit Loan Party or any of their respective Affiliates. To the fullest extent permitted by lawLaw, each of the Borrower and each other Credit Loan Party hereby waives and releases any claims that it may have against the Administrative Agent, any of its Affiliates (including the Sole Lead Arrangers 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 (Factset Research Systems Inc), Credit Agreement (Factset Research Systems 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 each Borrower and each other Credit Loan Party acknowledges and agrees, and acknowledges its their Affiliates’ understandingunderstandings, that: (i)(Ai) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Lead Arrangers Arranger, and the Lenders are arm’s-length commercial transactions between the Borrower, each other Credit Party Borrower and their respective Affiliates, on the one hand, and the Administrative Agent, the Lead ArrangersArranger, and the Lenders, on the other hand, (B) each of the Borrower and the each other Credit Parties Loan Party has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the each Borrower and each other Credit 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)(Aii) (A) the Administrative Agent, the Lead Arrangers Arranger and 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 the any Borrower, or any other Credit Loan Party or any of their respective Affiliates, or any other Person, Person and (B) neither the Administrative Agent, the Lead Arrangers Arranger nor any Lender has any obligation to the any Borrower, any other Credit 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 (iii) the Administrative Agent, the Lead 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, the any other Credit Parties Loan Party and their respective Affiliates, and neither the Administrative Agent, the Lead Arrangers Arranger, nor any Lender has any obligation to disclose any of such interests to the any Borrower, any other Credit Loan Party or any of their respective Affiliates. To the fullest extent permitted by law, the each Borrower and each other Credit Loan Party hereby waives and releases any claims that it may have against the Administrative Agent, the Lead Arrangers 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 Borrower and each other Credit Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i)(Aa) (i) no fiduciary, advisory or agency relationship between any Loan Party and its Subsidiaries and Administrative Agent, the L/C Issuer, or any Lender is intended to be or has been created in respect of the transactions contemplated hereby or by the other Loan Documents, irrespective of whether Administrative Agent, the L/C Issuer, or any Lender has advised or is advising any Loan Party or any of its Subsidiaries on other matters, (ii) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Lead Arrangers L/C Issuer, and the Lenders are arm’s-length arm’s‑length commercial transactions between the Borrower, each other Credit Party such Loan Parties and their respective Affiliates, on the one hand, and the Administrative Agent, the Lead ArrangersL/C Issuer, and the Lenders, on the other hand, (Biii) each of the Borrower and the other Credit Parties Loan Party has consulted its own legal, accounting, regulatory and tax advisors to the extent that it has deemed appropriate, appropriate and (Civ) the Borrower and each other Credit 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; and (ii)(Ab) the (i) Administrative Agent, the Lead Arrangers L/C Issuer, and the 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 the Borrower, any other Credit Loan Party or any of their respective its Affiliates, or any other Person, and ; (Bii) neither the none of Administrative Agent, the Lead Arrangers nor any Lender L/C Issuer, and the Lenders has any obligation to the Borrower, any other Credit Loan 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 Lead Arrangers L/C Issuer, and the Lenders and their respective Affiliates may be engaged engaged, for their own accounts or the accounts of customers, in a broad range of transactions that involve interests that differ from those of the Borrower, the other Credit Parties any Loan Party and their respective its Affiliates, and neither the none of Administrative Agent, the Lead Arrangers nor any Lender L/C Issuer, and the Lenders has any obligation to disclose any of such interests to the Borrower, any other Credit Loan Party or any of their respective its Affiliates. To the fullest extent permitted by lawLaw, the Borrower and each other Credit Loan Party hereby waives and releases any claims that it may have against the Administrative Agent, the Lead Arrangers or any Lender L/C Issuer, 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: Multicurrency Credit Agreement (Fenix Parts, Inc.), Multicurrency Credit Agreement (Fenix Parts, 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 Company and each other Credit 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, the Lead Arrangers Arranger, and the Lenders are arm’s-length commercial transactions between the BorrowerCompany, each other Credit Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Lead Arrangers, Arranger and the Lenders, on the other hand, (Bii) each of the Borrower Company and the other Credit Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (Ciii) the Borrower Company and each other Credit 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, the Lead Arrangers Arranger and 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 the BorrowerCompany, any other Credit Loan Party or any of their respective Affiliates, or any other Person, Person and (Bii) neither the Administrative Agent, the Lead Arrangers Arranger nor any Lender has any an obligation to the BorrowerCompany, any other Credit 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 Lead 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 BorrowerCompany, the other Credit Loan Parties and their respective Affiliates, and neither the Administrative Agent, the Lead Arrangers Arranger nor any Lender has any obligation to disclose any of such interests to the BorrowerCompany, any other Credit Loan Party or any of their respective Affiliates. To the fullest extent permitted by law, the Borrower and each other Credit Party hereby waives and releases any claims that it may have against the Administrative Agent, the Lead Arrangers 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 (Breitburn Energy Partners LP), Credit Agreement (Breitburn Energy 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), the each Borrower and each other Credit Loan Party 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, the Lead Arrangers Arranger, and the Lenders are arm’s-length commercial transactions between the each Borrower, each other Credit Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Lead ArrangersArranger, and the Lenders, on the other hand, (B) each of the Borrower and the other Credit Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the each Borrower and each other Credit 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)(Aii) (A) the Administrative Agent, the Lead Arrangers Arranger and 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 the each Borrower, any other Credit Loan Party or any of their respective Affiliates, or any other Person, Person and (B) neither the Administrative Agent, the Lead Arrangers Arranger nor any Lender has any obligation to the each Borrower, any other Credit 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 (iii) the Administrative Agent, the Lead 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 each Borrower, the other Credit Loan Parties and their respective Affiliates, and neither the Administrative Agent, the Lead Arrangers Arranger, nor any Lender has any obligation to disclose any of such interests to the each Borrower, any other Credit Loan Party or any of their respective Affiliates. To the fullest extent permitted by law, the each Borrower and each other Credit Loan Party hereby waives and releases any claims that it may have against the Administrative Agent, the Lead Arrangers 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 (Monster Worldwide, Inc.), Credit Agreement (Monster 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 Credit Document), the Parent and the Borrower acknowledge and each other Credit Party acknowledges and agreesagree, and acknowledges its acknowledge their respective Affiliates’ understanding, that: (i)(Ai) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Lead Other Agents, the Arrangers and the Lenders are arm’s-length commercial transactions between the BorrowerParent, each other Credit Party the Borrower and their respective Affiliates, on the one hand, and the Administrative Agent, the Lead ArrangersOther Agents, the Arrangers and the Lenders, on the other hand, (B) each of the Parent and the Borrower and the other Credit Parties has have consulted its their own legal, accounting, regulatory and tax advisors to the extent it has they have deemed appropriate, and (C) the Parent and the Borrower and each other Credit 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 Credit Documents; (ii)(Aii) (A) the Administrative Agent, the Lead Arrangers each Other Agent, each Lender and each Lender 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 the BorrowerParent, any other Credit Party the Borrower or any of their respective Affiliates, or any other Person, Person and (B) neither the Administrative Agent nor any Other Agent, the Lead Arrangers nor any Arranger or any Lender has any obligation to the Borrower, any other Credit Party Parent or the Borrower 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 Lead Other Agents, 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 BorrowerParent, the other Credit Parties Borrower and their respective Affiliates, and neither the Administrative Agent, the Lead Arrangers nor any Other Agent, any Arranger or any Lender has any obligation to disclose any of such interests to the BorrowerParent, any other Credit Party the Borrower or any of their respective Affiliates. To the fullest extent permitted by law, the Parent and the Borrower hereby waive and each other Credit Party hereby waives and releases release any claims that it may have against the Administrative Agent, the Lead Arrangers any Other Agent, 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. [The remainder of this page is intentionally left blank.]
Appears in 2 contracts
Samples: Senior Secured Term Loan Agreement (Paragon Offshore PLC), Term Loan Agreement (Paragon Offshore 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 of the Borrower Borrower, the Parent and each other Credit Party the General Partner acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i)(A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Lead Arrangers BAS and the Lenders other Arranger are arm’s-length commercial transactions between the Borrower, each other Credit Party the Parent, the General Partner and their respective Affiliates, on the one hand, and the Administrative Agent, the Lead Arrangers, and the Lendersother Arranger, on the other hand, (B) each of the Borrower Borrower, the Parent and the other Credit Parties General Partner has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Borrower Borrower, the Parent and each other Credit Party 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)(A) the Administrative Agent, the Lead Arrangers BAS and each Lender other 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 the Borrower, any other Credit Party the Parent, the General Partner or any of their respective Affiliates, or any other Person, Person and (B) neither the Administrative Agent, the Lead Arrangers BAS nor any Lender other Arranger has any obligation to the Borrower, any other Credit Party 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, the Lead Arrangers BAS and the Lenders other Arranger(s) 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 Credit Parties Parent, the General Partner and their respective Affiliates, and neither the Administrative Agent, the Lead Arrangers BAS nor any Lender other Arranger has any obligation to disclose any of such interests to the Borrower, any other Credit Party the Parent, the General Partner or any of their respective Affiliates. To the fullest extent permitted by law, each of the Borrower Borrower, the Parent and each other Credit Party the General Partner hereby waives and releases any claims that it may have against the Administrative Agent, BAS and the Lead Arrangers or any Lender other Arranger(s) 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: Security Agreement (Suburban Propane Partners Lp), Security 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), the Borrower Borrowers and each other Credit Loan Party 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, the Lead Arrangers and the Lenders are arm’s-length commercial transactions between the BorrowerBorrowers, each other Credit Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Lead Arrangers, Arrangers and the Lenders, on the other hand, (B) each of the Borrower Borrowers and the other Credit Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Borrower Borrowers and each other Credit Party Loan 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)(Aii) (A) the Administrative Agent, the Lead Arrangers and 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 the Borrower, any other Credit Party or any of the Borrowers, the other Loan Parties or their respective Affiliates, or any other Person, Person and (B) neither the Administrative Agent, any of the Lead Arrangers nor any Lender of the Lenders has any obligation to the Borrower, any other Credit Party or any of the Borrowers, the other Loan Parties or 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 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 BorrowerBorrowers, the other Credit Loan Parties and their respective Affiliates, and neither the Administrative Agent, any of the Lead Arrangers nor any Lender of the Lenders has any obligation to disclose any of such interests to the Borrower, any other Credit Party or any of the Borrowers, the other Loan Parties or their respective Affiliates. To the fullest extent permitted by law, each of the Borrower Borrowers and each the other Credit Party Loan Parties hereby waives and releases any claims that it may have against the Administrative Agent, any of the Lead Arrangers or any Lender of 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 (Armstrong Flooring, Inc.), Credit Agreement (Armstrong World 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 of the Borrower and the Parent and each other Credit 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, the Lead Arrangers Agent and the Lenders are arm’s-length commercial transactions between the Borrower, the Parent, each other Credit Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Lead Arrangers, Agent and the Lenders, on the other hand, (B) each of the Borrower Borrower, the Parent, and the each other Credit Parties Loan Party has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Borrower the Parent and each other Credit 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 Lead Arrangers Agent and 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 the Borrower, the Parent, any other Credit Party Loan Party, or any of their respective Affiliates, or any other Person, Person and (B) neither the Administrative Agent, the Lead Arrangers Agent nor any Lender has any obligation to the Borrower, the Parent, any other Credit Party 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 (iii) the Administrative Agent, the Lead Arrangers Agent 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 Parent, the other Credit Loan Parties and their respective Affiliates, and neither the Administrative Agent, the Lead Arrangers Agent nor any Lender has any obligation to disclose any of such interests to the Borrower, the Parent, any other Credit Loan Party or any of their respective Affiliates. To the fullest extent permitted by law, each of the Borrower and the Parent, and each other Credit Loan Party hereby waives and releases any claims that it may have against the Administrative Agent, the Lead Arrangers 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.. 91
Appears in 2 contracts
Samples: Credit Agreement (Ashford Hospitality Trust Inc), Credit Agreement (Ashford Hospitality 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 Credit Party 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, the Lead Arrangers Arranger, and the Lenders are arm’s-length commercial transactions between the Borrower, each other Credit Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Lead ArrangersArranger, and the Lenders, on the other hand, (B) each of the Borrower and the other Credit Loan 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 Credit 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)(Aii) (A) the Administrative Agent, the Lead Arrangers Arranger and 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 the Borrower, any other Credit Loan Party or any of their respective Affiliates, or any other Person, Person and (B) neither the Administrative Agent, the Lead Arrangers Arranger nor any Lender has any obligation to the Borrower, any other Credit 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 (iii) the Administrative Agent, the Lead 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 Credit Loan Parties and their respective Affiliates, and neither the Administrative Agent, the Lead Arrangers Arranger, nor any Lender has any obligation to disclose any of such interests to the Borrower, any other Credit Loan Party or any of their respective Affiliates. To the fullest extent permitted by law, the Borrower Borrower, for itself and each other Credit Party on behalf of its Affiliates, hereby waives and releases any claims that it may have against the Administrative Agent, the Lead Arrangers 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 (Gas Natural Inc.), Credit Agreement (Gas Natural 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 Credit Loan Party acknowledges acknowledge and agreesagree, and acknowledges its acknowledge their respective Affiliates’ understanding, that: (i)(Ai) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Lead Arrangers and the Lenders are arm’s-length commercial transactions between among the Borrower, each other Credit Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Lead Arrangers, Arrangers and the Lenders, on the other hand, (B) each of the Borrower and the other Credit Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, appropriate and (C) the Borrower and each other Credit 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)(Aii) (A) the Administrative Agent, the Lead Arrangers each Arranger and each 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 the Borrower, any other Credit Loan Party or any of their respective Affiliates, or any other Person, Person and (B) neither none of the Administrative Agent, the Lead Arrangers nor any Lender and the Lenders has any obligation to the Borrower, any other Credit 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 (iii) the Administrative Agent, the Lead Arrangers and 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 Credit Loan Parties and their respective Affiliates, and neither none of the Administrative Agent, the Lead Arrangers nor any Lender and the Lenders has any obligation to disclose any of such interests to the Borrower, any other Credit Loan Party or any of their respective Affiliates. To the fullest extent permitted by law, each of the Borrower and each the other Credit Party Loan Parties hereby waives and releases any claims that it may have against the Administrative Agent, the Lead Arrangers or any Lender 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 (Kraton Performance Polymers, Inc.), Credit Agreement (Kraton Polymers 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), the Borrower and each other Credit Loan Party 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, the Lead Arrangers and and/or the Lenders are arm’s-length commercial transactions between the Borrower, each other Credit Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Lead Arrangers, Arrangers and the Lenders, on the other hand, (B) each of the Borrower and the other Credit Loan Parties has have consulted its their own legal, accounting, regulatory and tax advisors to the extent it has they have deemed appropriate, and (C) the Borrower and each other Credit 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)(Aii) (A) each of the Administrative Agent, the Lead Arrangers and each Lender the Lenders 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 the Borrower, any other Credit Loan Party or any of their respective Affiliates, or any other Person, and (B) neither none of the Administrative Agent, the Lead Arrangers nor any Lender or the Lenders has any obligation to the Borrower, any other Credit Loan 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 Lead Arrangers and 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 Credit Loan Parties and their respective Affiliates, and neither each of the Administrative Agent, the Lead Arrangers nor any Lender and the Lenders has any no obligation to disclose any of such interests to the Borrower, any other Credit Loan Party or any of their respective Affiliates. To the fullest extent permitted by law, each of the Borrower and each the other Credit Party Loan Parties hereby waives and releases any claims that it may have against the Administrative Agent, the Lead Arrangers or any Lender 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 (Pure Storage, Inc.), Credit Agreement (Pure Storage, Inc.)
No Advisory or Fiduciary Responsibility. (a) In connection with all aspects of each transaction contemplated hereby hereby, each Credit Party acknowledges and agrees that (i) the 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), the Borrower and each other Credit 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, the Lead Arrangers and the Lenders are an arm’s-length commercial transactions transaction between the Borrower, each other Credit Party and their respective AffiliatesParties, on the one hand, and the Administrative Agent, the Lead Arrangers, Arrangers and the Lenders, on the other hand, (B) each of the Borrower and the other Credit 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 Credit 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 Documents; Documents (ii)(Aincluding any amendment, waiver or other modification hereof or thereof), (ii) in connection with the process leading to such transaction, each of the Administrative Agent, the Lead Arrangers and each Lender the Lenders 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 the Borrower, any other Credit Party or any of their respective Affiliates, Parties or any other Person, and (Biii) neither none of the Administrative Agent, the Lead Arrangers nor or the Lenders has assumed or will assume an advisory, agency or fiduciary responsibility in favor of any Credit 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 any Arranger or Lender has advised or is currently advising any Credit Party on other matters) and none of the Administrative Agent, the Arrangers or the Lenders has any obligation to the Borrower, any other Credit Party or any of their respective Affiliates with respect to the financing transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and , (iiiiv) the Administrative Agent, the Lead Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from from, and may conflict with, those of the Borrower, the other Credit Parties and their respective AffiliatesParties, and neither none of the Administrative Agent, the Lead Arrangers nor any Lender or the Lenders has any obligation to disclose any of such interests to the Borrowerby virtue of any advisory, any other Credit Party agency or any of their respective Affiliates. To the fullest extent permitted by law, the Borrower fiduciary relationship and each other Credit Party hereby waives and releases any claims that it may have against (v) the Administrative Agent, the Lead Arrangers and the Lenders have not provided and will not provide any legal, accounting, regulatory or any Lender tax advice with respect to any breach of the transactions contemplated hereby (including any amendment, waiver or alleged breach of agency other modification hereof or fiduciary duty in connection with any aspect of any transaction contemplated herebyother Loan Document) and the Credit Parties have consulted their own legal, accounting, regulatory and tax advisors to the extent they have deemed appropriate.
Appears in 2 contracts
Samples: Credit Agreement (Brinks Co), Credit Agreement (Brinks 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), the Borrower and each other Credit Loan Party 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, the Sole Lead Arrangers and Arranger and/or the Lenders are arm’s-length commercial transactions between the Borrower, each other Credit Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Sole Lead Arrangers, Arranger and the Lenders, on the other hand, (B) each of the Borrower and the other Credit Loan Parties has have consulted its their own legal, accounting, regulatory and tax advisors to the extent it has they have deemed appropriate, and (C) the Borrower and each other Credit 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)(Aii) (A) each of the Administrative Agent, the Sole Lead Arrangers Arranger and each Lender the Lenders 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 the Borrower, any other Credit Loan Party or any of their respective Affiliates, or any other Person, and (B) neither none of the Administrative Agent, Agent and the Lead Arrangers nor any Lender has any Lenders have no obligation to the Borrower, any other Credit Loan 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 Sole Lead Arrangers and 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 Credit Loan Parties and their respective Affiliates, and neither each of the Administrative Agent, the Sole Lead Arrangers nor any Lender Arranger and the Lenders has any no obligation to disclose any of such interests to the Borrower, any other Credit Loan Party or any of their respective Affiliates. To the fullest extent permitted by law, each of the Borrower and each the other Credit Party Loan Parties hereby waives and releases any claims that it may have against the Administrative Agent, the Sole Lead Arrangers 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.. 109
Appears in 2 contracts
Samples: Credit Agreement (Tengasco Inc), Credit Agreement (Riley Exploration - Permian, 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), the Borrower and each other Credit Party 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 and the Joint Lead Arrangers and the Lenders are arm’s-length commercial transactions between the Borrower, each other Credit Obligated Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Lead Arrangers, Agent and the Lenders, Joint Lead Arrangers on the other hand, (B) each of the Borrower and the other Credit Obligated 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 Credit Obligated 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)(Aii) (A) the Administrative Agent, Agent and the Joint Lead Arrangers and 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 the Borrower, any other Credit Obligated Party or any of their respective Affiliates, or any other Person, Person and (B) neither the Administrative Agent, Agent nor any of the Joint Lead Arrangers nor any Lender has any obligation to the Borrower, any other Credit Obligated 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 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 Borrower, the other Credit Obligated Parties and their respective Affiliates, and neither the Administrative Agent, Agent nor any of the Joint Lead Arrangers nor any Lender has any obligation to disclose any of such interests to the Borrower, any other Credit Obligated Party or any of their respective Affiliates. To the fullest extent permitted by law, each of the Borrower and each the other Credit Party Obligated Parties hereby waives and releases any claims that it may have against the Administrative Agent, Agent and the Joint Lead Arrangers 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: Revolving Credit Facility Agreement (Lennox International Inc), Revolving Credit Facility Agreement (Lennox 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 Borrower and each other Credit 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 AgentAgent and any Affiliate thereof, the Lead Arrangers Arranger and the Lenders are arm’s-length commercial transactions between the Borrower, each other Credit Loan Party and their respective Affiliates, on the one hand, and the Administrative AgentAgent and, as applicable, its Affiliates, the Lead 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 Credit Loan 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 Credit 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 AgentAgent and its Affiliates, the Lead Arrangers Arranger and each 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 the Borrower, any other Credit Loan Party or any of their respective Affiliates, or any other Person, Person and (Bii) neither the Administrative Agent, any of its Affiliates, the Lead Arrangers Arranger nor any Lender has any obligation to the Borrower, any other Credit 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 AgentAgent and its Affiliates, the Lead 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 Credit Loan Parties and their respective Affiliates, and neither the Administrative Agent, any of its Affiliates, the Lead Arrangers Arranger nor any Lender has any obligation to disclose any of such interests to the Borrower, any other Credit Loan Party or any of their respective Affiliates. To the fullest extent permitted by law, each of the Borrower and each other Credit Loan Party hereby waives and releases any claims that it may have against the Administrative Agent, any of its Affiliates, the Lead Arrangers 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), the Borrower and each other Credit Loan Party acknowledges and agrees, agrees and acknowledges its Affiliates’ understanding, understanding that that: (i)(Ai) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Lead Arrangers and and/or the Lenders are arm’s-length commercial transactions between the Borrower, each other Credit Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Lead Arrangers, Arrangers and the Lenders, on the other hand, (B) each of the Borrower and the other Credit Loan Parties has have consulted its their own legal, accounting, regulatory and tax advisors to the extent it has they have deemed appropriate, and (C) the Borrower and each other Credit 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)(Aii) (A) each of the Administrative Agent, the Lead Arrangers and each Lender the Lenders 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 the Borrower, any other Credit Party Loan Party, or any of their respective Affiliates, or any other Person, Person and (B) neither none of the Administrative Agent, the Lead Arrangers nor any Lender has any obligation to the Borrower, any other Credit Loan 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 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 Borrower, the other Credit Loan Parties and their respective Affiliates, and neither each of the Administrative Agent, the Lead Arrangers nor any Lender and the Lenders has any no obligation to disclose any of such interests to the BorrowerBorrower , any other Credit Loan Party or of any of their respective Affiliates. To the fullest extent permitted by lawLaw, the each of Borrower and each the other Credit Party Loan Parties hereby waives waive and releases release, any claims that it may have against the Administrative Agent, the Lead Arrangers or any and each 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 (Malibu Boats, Inc.), Credit Agreement (Malibu Boats, 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), the Borrower Borrowers and each other Credit Party 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, the Lead Arrangers Arranger, and the Lenders are arm’s-length commercial transactions between the BorrowerBorrowers, each other Credit Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Lead ArrangersArranger, and the Lenders, on the other hand, (B) each of the Borrower Borrowers and the other Credit Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower Borrowers and each 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)(Aii) (A) the Administrative Agent, the Lead Arrangers Arranger and 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 the BorrowerBorrowers, any other Credit Party or any of their respective Affiliates, or any other Person, Person and (B) neither the Administrative Agent, the Lead Arrangers Arranger nor any Lender has any obligation to the BorrowerBorrowers, 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 Lead 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 BorrowerBorrowers, the other Credit Parties and their respective Affiliates, and neither the Administrative Agent, the Lead Arrangers Arranger, nor any Lender has any obligation to disclose any of such interests to the BorrowerBorrowers, any other Credit Party or any of their respective Affiliates. To the fullest extent permitted by law, each of the Borrower Borrowers and each other Credit Party hereby waives and releases any claims that it may have against the Administrative Agent, the Lead Arrangers 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 (Stonemor Partners Lp), Credit Agreement (Stonemor 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), the Borrower and each other Credit 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, the Lead Arrangers and the Lenders Lenders, are arm’s-length commercial transactions between the BorrowerBorrower , each other Credit Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Lead Arrangers, Arrangers and the Lenders, on the other hand, (B) each of the Borrower and the other Credit Loan 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 Credit 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 Lead Arrangers each Arranger and 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 the Borrower, any other Credit Loan Party or any of their respective Affiliates, or any other Person, Person and (B) neither the Administrative Agent, the Lead Arrangers nor any Lender has any obligation to the Borrower, any other Credit 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 (iii) the Administrative Agent, the 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 Borrower, the other Credit Loan Parties and their respective Affiliates, and neither the Administrative Agent, the Lead Arrangers nor any Lender has any obligation to disclose any of such interests to the Borrower, any other Credit Loan Party or any of their respective Affiliates. To the fullest extent permitted by lawApplicable Laws, each of the Borrower and each the other Credit Party Loan Parties hereby waives and releases any claims that it may have against the Administrative Agent, the Lead Arrangers or any Lender 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 (Pebblebrook Hotel Trust), Credit Agreement (Pebblebrook Hotel Trust)
No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, amendment and restatement, waiver or other modification hereof or of any other Loan Document), each of the Borrower and each other Credit Party Loan Parties 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, the Lead Arrangers Agent and the Lenders Arrangers are arm’s-length commercial transactions between the Borrower, each of the other Credit Party Loan Parties and their respective Affiliates, on the one hand, and the Administrative Agent, the Lead Arrangers, Agent and the LendersArrangers, on the other hand, (B) each of the Borrower and the other Credit Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Borrower and each the other Credit Party Loan 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)(Aii) (A) the Administrative Agent, each of the Lead Arrangers Lenders and each Lender 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 the Borrower, any other Credit Loan Party or any of their respective Affiliates, or any other Person, Person and (B) neither none of the Administrative Agent, the Lead Arrangers nor any Lender or any Arranger has any obligation to the Borrower, any other Credit 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 (iii) the Administrative Agent, the Lead 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 Borrower, the other Credit Loan Parties and their respective Affiliates, and neither none of the Administrative Agent, the Lead Arrangers nor any Lender or any Arranger has any obligation to disclose any of such interests to the Borrower, any the other Credit Party Loan Parties or any of their respective Affiliates. To the fullest extent permitted by law, each of the Borrower and each of the other Credit Party Loan Parties hereby waives and releases any claims that it may have against the Administrative Agent, the Lead Arrangers any Lender or any Lender 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 2 contracts
Samples: Credit Agreement (Getty Realty Corp /Md/), Assignment and Assumption (Apple Hospitality 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), the Borrower and each other Credit Loan Party 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, the Lead Arrangers Arrangers, and the Lenders are arm’s-length commercial transactions between the Borrower, each other Credit Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Lead Arrangers, and the Lenders, on the other hand, (B) each of the Borrower and the other Credit Loan 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 Credit 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)(Aii) (A) the Administrative Agent, the Lead Arrangers and 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 the Borrower, any other Credit Loan Party or any of their respective Affiliates, or any other Person, Person and (B) neither the Administrative Agent, the Lead Arrangers any Arranger nor any Lender has any obligation to the Borrower, any other Credit 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 (iii) the Administrative Agent, the 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 Borrower, the other Credit Loan Parties and their respective Affiliates, and neither the Administrative Agent, the Lead Arrangers Arrangers, nor any Lender has any obligation to disclose any of such interests to the Borrower, any other Credit Loan Party or any of their respective Affiliates. To the fullest extent permitted by law, each of the Borrower and each other Credit Loan Party hereby waives and releases any claims that it may have against the Administrative Agent, the Lead Arrangers 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 (Paramount Group, Inc.), Credit Agreement (Paramount 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 Borrower Company and each other Credit 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, the Lead Arrangers Arranger and the Lenders and their respective Affiliates are arm’s-length commercial transactions between the BorrowerCompany, each other Credit Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Lead Arrangers, Arranger and the LendersLenders and their respective Affiliates, on the other hand, (Bii) each of the Borrower Company and the other Credit Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (Ciii) the Borrower Company and each other Credit 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, the Lead Arrangers Arranger and each 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 the BorrowerCompany, any other Credit Loan Party or any of their respective Affiliates, or any other Person, Person and (Bii) neither the Administrative Agent, the Lead Arrangers Arranger, nor any Lender nor any of their respective Affiliates has any obligation to the BorrowerCompany, any other Credit 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 Lead 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 BorrowerCompany, the other Credit Loan Parties and their respective Affiliates, and neither the Administrative Agent, the Lead Arrangers Arranger, nor any Lender nor any of their respective Affiliates has any obligation to disclose any of such interests to the BorrowerCompany, any other Credit Loan Party or any of their respective Affiliates. To the fullest extent permitted by law, each of the Borrower Company and each other Credit Loan Party hereby waives and releases any claims that it may have against the Administrative Agent, the Lead Arrangers or any Lender 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 2 contracts
Samples: Credit Agreement (Ufp Technologies Inc), Credit Agreement (Ufp Technologies 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 Credit Loan Party 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 and the Joint Lead Arrangers and the Lenders are arm’s-length commercial transactions between the Borrower, each other Credit Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, Agent and the Joint Lead Arrangers, and the Lenders, on the other hand, (B) each of the Borrower and the other Credit Loan 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 Credit 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)(Aii) (A) the Administrative Agent, the Lead Arrangers Agent and each Lender Joint Lead 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 the Borrower, any other Credit Loan Party or any of their respective Affiliates, or any other Person, Person and (B) neither the Administrative Agent, the Lead Arrangers Agent nor any Lender Joint Lead Arranger has any obligation to the Borrower, any other Credit 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 (iii) the Administrative Agent, Agent and the 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 Borrower, the other Credit Loan Parties and their respective Affiliates, and neither the Administrative Agent, the Lead Arrangers Agent nor any Lender Joint Lead Arranger has any obligation to disclose any of such interests to the Borrower, any other Credit Loan Party or any of their respective Affiliates. To the fullest extent permitted by law, each of the Borrower and each the other Credit Party Loan Parties hereby waives and releases any claims that it may have against the Administrative Agent, Agent and the Joint Lead Arrangers 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 (Quality Distribution Inc), 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), the Borrower and each other Credit Loan Party 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, the Lead Arrangers and the Lenders are arm’s-length commercial transactions between the Borrower, each other Credit Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Lead Arrangers, Arrangers and the Lenders, on the other hand, (B) each of the Borrower and the other Credit Loan 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 Credit 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)(Aii) (A) each of the Administrative Agent, the Lead Arrangers and 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 the Borrower, any other Credit Loan Party or any of their respective Affiliates, or any other Person, Person and (B) neither none of the Administrative Agent, the Lead Arrangers nor or any Lender has any obligation to the Borrower, any other Credit 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 (iii) the Administrative Agent, the 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 Borrower, the other Credit Loan Parties and their respective Affiliates, and neither none of the Administrative Agent, the Lead Arrangers nor or any Lender has any obligation to disclose any of such interests to the Borrower, any other Credit Loan Party or any of their respective Affiliates. To the fullest extent permitted by law, each of the Borrower and each other Credit Loan Party hereby waives and releases any claims that it may have against the Administrative Agent, the Lead Arrangers 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 (Marathon Petroleum Corp), Term Loan Agreement (Marathon Petroleum Corp)
No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, amendment and restatement, waiver or other modification hereof or of any other Loan Document), each of Holdings and the Borrower and each other Credit Party 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, the Lead Arrangers Arranger, and the Lenders are arm’s-length commercial transactions between the Borrower, each other Credit Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Lead ArrangersArranger, and the Lenders, on the other hand, (B) each of the Borrower and the other Credit Loan 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 Credit 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)(Aii) (A) the Administrative Agent, the Lead Arrangers Arranger and 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 the Borrower, any other Credit Loan Party or any of their respective Affiliates, or any other Person, Person and (B) neither the Administrative Agent, the Lead Arrangers Arranger nor any Lender has any obligation to the Borrower, any other Credit 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 (iii) the Administrative Agent, the Lead 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 Credit Loan Parties and their respective Affiliates, and neither the Administrative Agent, the Lead Arrangers Arranger, nor any Lender has any obligation to disclose any of such interests to the Borrower, any other Credit Loan Party or any of their respective Affiliates. To the fullest extent permitted by law, each of the Borrower Borrower, Holdings and each other Credit Loan Party hereby waives and releases any claims that it may have against the Administrative Agent, the Lead Arrangers 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 (NorthStar Realty Europe Corp.), Credit Agreement (NorthStar Realty Europe 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 each Borrower and each other Credit Loan Party 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, the Lead Arrangers and the Lenders are arm’s-length commercial transactions between the BorrowerBorrowers, each other Credit Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Lead Arrangers, Arrangers and the Lenders, on the other hand, (B) each of the Borrower Borrowers and the other Credit Loan Parties has have consulted its their own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower and each other Credit 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)(Aii) (A) the Administrative Agent, the Lead Arrangers and 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 the Borrower, any other Credit Loan Party or any of their respective Affiliates, or any other Person, Person and (B) neither the Administrative Agent, the Lead Arrangers nor 155 any Lender has any obligation to the Borrower, any other Credit 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 (iii) the Administrative Agent, the 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 Borrower, the other Credit Loan Parties and their respective Affiliates, and neither the Administrative Agent, the Lead Arrangers nor any Lender has any obligation to disclose any of such interests to the Borrower, any other Credit Loan Party or any of their respective Affiliates. To the fullest extent permitted by law, each of the Borrower and each other Credit Loan Party hereby waives and releases any claims that it may have against the Administrative Agent, the Lead Arrangers 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
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 Parent Borrower and each other Credit Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, agrees that: (i)(Ai) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Joint Lead Arrangers and the Lenders are arm’s-length commercial transactions between the Parent Borrower, each other Credit Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Joint Lead Arrangers, Arrangers and the Lenders, on the other hand, (B) each of the Parent Borrower and the other Credit Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Parent Borrower and each other Credit 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)(Aii) (A) the Administrative Agent, the each Joint Lead Arrangers Arranger and each 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 the Parent Borrower, any other Credit Loan Party or any of their respective Affiliates, or any other Person, Person and (B) neither none of the Administrative Agent, the any Joint Lead Arrangers nor Arranger or any Lender has any obligation to the Parent Borrower, any other Credit 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 (iii) the Administrative Agent, the 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 Parent Borrower, the other Credit Loan Parties and their respective Affiliates, and neither none of the Administrative Agent, the any Joint Lead Arrangers nor Arranger or any Lender has any obligation to disclose any of such interests to the Parent Borrower, any other Credit Loan Party or any of their respective Affiliates. To the fullest extent permitted by law, each of the Parent Borrower and each the other Credit Party 176 Loan Parties hereby waives and releases any claims that it may have against the Administrative Agent, the Joint Lead Arrangers or any Lender 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
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 Credit Loan Party 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, the Lead Arrangers and the Lenders are arm’s-length commercial transactions between the Borrower, each other Credit Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Lead Arrangers, Arrangers and the Lenders, on the other hand, (B) each of the Borrower and the other Credit Loan 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 Credit 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)(Aii) (A) the Administrative Agent, the Lead Arrangers each Arranger and 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 the Borrower, any other Credit Loan Party or any of their respective Affiliates, or any other Person, Person and (B) neither the Administrative Agent, the Lead Arrangers any Arranger nor any Lender has any obligation to the Borrower, any other Credit Loan Party or any of their respective Affiliates with respect 8884322.11 to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the 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 Borrower, the other Credit Loan Parties and their respective Affiliates, and neither the Administrative Agent, the Lead Arrangers any Arranger, nor any Lender has any obligation to disclose any of such interests to the Borrower, any other Credit Loan Party or any of their respective Affiliates. To the fullest extent permitted by law, each of the Borrower and each other Credit Loan Party hereby waives and releases any claims that it may have against the Administrative Agent, the Lead Arrangers 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
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 Lead Borrower and each other Credit Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, agrees that: (i)(Ai) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Joint Lead Arrangers and the Lenders are arm’s-length commercial transactions between the Lead Borrower, each other Credit Loan Party and their respective AffiliatesSubsidiaries, on the one hand, and the Administrative Agent, the Joint Lead Arrangers, Arrangers and the Lenders, on the other hand, (B) each of the Lead Borrower and the other Credit Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Lead Borrower and each other Credit 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)(Aii) (A) the Administrative Agent, the each Joint Lead Arrangers Arranger and each 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 the Lead Borrower, any other Credit Loan Party or any of their respective AffiliatesSubsidiaries, or any other Person, Person and (B) neither none of the Administrative Agent, the any Joint Lead Arrangers nor Arranger or any Lender has any obligation to the Lead Borrower, any other Credit Loan Party or any of their respective Affiliates Subsidiaries 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 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 Lead Borrower, the other Credit Loan Parties and their respective AffiliatesSubsidiaries, and neither none of the Administrative Agent, the any Joint Lead Arrangers nor Arranger or any Lender has any obligation to disclose any of such interests to the Lead Borrower, any other Credit Loan Party or any of their respective AffiliatesSubsidiaries. To the fullest extent permitted by law, each of the Lead Borrower and each the other Credit Party Loan Parties hereby waives and releases any claims that it may have against the Administrative Agent, the Joint Lead Arrangers or any Lender 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.. 216
Appears in 1 contract
Samples: Revolving Credit Agreement (Rayonier Advanced Materials 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 Credit Loan Party acknowledges and agrees, and acknowledges its AffiliatesSubsidiaries’ understanding, that: (i)(Ai) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Lead Arrangers Lenders and the Lenders Arrangers are arm’s-length commercial transactions between the Borrower, Borrower and each other Credit Party and their respective AffiliatesLoan Party, on the one hand, and the Administrative Agent, the Lead Arrangers, Lenders and the LendersArrangers, on the other hand, (B) each of the Borrower and the each other Credit Parties 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 Credit 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)(Aii) (A) the Administrative Agent, the Lead Arrangers each Lender and each Lender 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 the Borrower, Borrower or any other Credit Loan Party or any of their respective its Affiliates, or any other Person, Person and (B) neither the Administrative Agent, the Lead Arrangers any Lender nor any Lender Arranger has any obligation to the Borrower, Borrower or any other Credit Loan 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 Lead 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 Borrower, the Borrower and each other Credit Parties Loan Party and their respective its Affiliates, and neither the Administrative Agent, the Lead Arrangers any Lender nor any Lender Arranger has any obligation to disclose any of such interests to the Borrower, Borrower or any other Credit Loan Party or any of their respective its Affiliates. To the fullest extent permitted by law, the Borrower and each other Credit Loan Party hereby waives and releases any claims that it may have against the Administrative Agent, the Lead Lenders and the Arrangers 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.. 10.17
Appears in 1 contract
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 each Borrower and each other Credit Loan Party 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 and the Joint Lead Arrangers and the Lenders are arm’s-length commercial transactions between the each Borrower, each other Credit Party of the Loan Parties, and their respective Affiliates, on the one hand, and the Administrative Agent, Agent each of the Joint Lead Arrangers, and the Lenders, on the other hand, (B) each of the Borrower Borrowers and the other Credit Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Borrower Borrowers and each other Credit 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)(Aii) (A) each of the Administrative Agent, the Lead Arrangers Agent and each Lender Joint Lead 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 the any Borrower, any other Credit Loan Party or any of their respective Affiliates, or any other Person, Person and (B) neither the Administrative Agent, the Lead Arrangers Agent nor any Lender Joint Lead Arranger has any obligation to the any Borrower, any other Credit 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 (iii) the Administrative Agent, Agent and the 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 BorrowerBorrowers, the other Credit Loan Parties and their respective Affiliates, and neither the Administrative Agent, the Lead Arrangers Agent nor any Lender Joint Lead Arranger has any obligation to disclose any of such interests to the any Borrower, any other Credit Loan Party or any of their respective Affiliates. To the fullest extent permitted 147 by law, each of the Borrower Borrowers and each the other Credit Party Loan Parties hereby waives and releases any claims that it may have against the Administrative Agent, Agent and the Joint Lead Arrangers 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
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 Credit 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, the Lead Arrangers and the Lenders Lenders, are arm’s-length commercial transactions between the BorrowerBorrower , each other Credit Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Lead Arrangers, Arrangers and the Lenders, on the other hand, (B) each of the Borrower and the other Credit Loan 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 Credit 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 Lead Arrangers and 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 the Borrower, any other Credit Loan Party or any of their respective Affiliates, or any other Person, Person and (B) neither the Administrative Agent, the Lead Arrangers nor any Lender has any 113 obligation to the Borrower, any other Credit 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 (iii) the Administrative Agent, the 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 Borrower, the other Credit Loan Parties and their respective Affiliates, and neither the Administrative Agent, the Lead Arrangers nor any Lender has any obligation to disclose any of such interests to the Borrower, any other Credit Loan Party or any of their respective Affiliates. To the fullest extent permitted by lawApplicable Laws, each of the Borrower and each the other Credit Party Loan Parties hereby waives and releases any claims that it may have against the Administrative Agent, the Lead Arrangers or any Lender 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
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 Credit Loan Party 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, the Lead Arrangers each Arranger, and the Lenders are arm’s-length commercial transactions between the Borrower, each other Credit Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Lead Arrangerseach Arranger, and the Lenders, on the other hand, (B) each of the Borrower and the other Credit Loan 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 Credit 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)(Aii) (A) the Administrative Agent, the Lead Arrangers each Arranger, and 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 the Borrower, any other Credit Loan Party or any of their respective Affiliates, or any other Person, Person and (B) neither the Administrative Agent, the Lead Arrangers each Arranger, nor any Lender has any obligation to the Borrower, any other Credit 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 (iii) the Administrative Agent, the Lead Arrangers each 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 Credit Loan Parties and their respective Affiliates, and neither the Administrative Agent, the Lead Arrangers each Arranger, nor any Lender has any obligation to disclose any of such interests to the Borrower, any other Credit Loan Party or any of their respective Affiliates. To the fullest extent permitted by law, each of the Borrower and each other Credit Loan Party hereby waives and releases any claims that it may have against the Administrative Agent, the Lead Arrangers each 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.. 10.18
Appears in 1 contract
Samples: Credit Agreement (Helen of Troy 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 Parent, Borrower, and each other Credit 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, the Agent and Lead Arrangers and the Lenders are arm’s-length commercial transactions between the Parent, Borrower, each other Credit Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Agent and Lead Arrangers, and the Lenders, on the other hand, (B) each of the Borrower Parent, Borrower, and the other Credit Loan 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 Credit 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 Lead Arrangers each Lender and each Lender Lead 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 the Parent, Borrower, any other Credit Party Loan Party, or any of their respective Affiliates, or any other Person, Person and (B) neither the none of Administrative Agent, the Lead Arrangers nor any Lender or any Lead Arranger has any obligation to the Parent, Borrower, any other Credit Party 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 (iii) the Administrative Agent, the each Lender and each Lead Arrangers and 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 Parent, Borrower, the other Credit Parties Loan Parties, and their respective Affiliates, and neither the none of Administrative Agent, the Lead Arrangers nor any Lender or any Lead Arranger has any obligation to disclose any of such interests to the Parent, Borrower, any other Credit Party Loan Party, or any of their respective Affiliates. To the fullest extent permitted by lawLaw, each of Parent, Borrower, and the Borrower and each other Credit Party Loan Parties hereby waives and releases any claims that it may have against the Administrative Agent, the each Lender and each Lead Arrangers or any Lender 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 1 contract
Samples: Credit Agreement (American Realty Capital Trust IV, 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 Credit Loan Party 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, the Lead Arrangers Arrangers, and the Lenders are arm’s-length commercial transactions between the Borrower, each other Credit Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Lead Arrangers, and the Lenders, on the other hand, (B) each of the Borrower and the other Credit Loan 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 Credit 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)(Aii) (A) the Administrative Agent, the Lead Arrangers each Arranger and 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 the Borrower, any other Credit Loan Party or any of their respective Affiliates, or any other Person, Person and (B) neither the Administrative Agent, the Lead Arrangers nor any Arranger nor any Lender has any obligation to the Borrower, any other Credit 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 (iii) the Administrative Agent, the 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 Borrower, the other Credit Loan Parties and their respective Affiliates, and neither the Administrative Agent, the Lead Arrangers not any Arranger, nor any Lender has any obligation to disclose any of such interests to the Borrower, any other Credit Loan Party or any of their respective Affiliates. To the fullest extent permitted by law, each of the Borrower and each other Credit Loan Party hereby waives and releases any claims that it may have against the Administrative Agent, the Lead Arrangers 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: Assignment and Assumption (Landmark Apartment Trust of America, Inc.)
No Advisory or Fiduciary Responsibility. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Agent, or Lender, on the one hand, and such Loan Party, its stockholders or its affiliates, on the other. 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 Credit Party 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, the Lead Arrangers Agents and the Lenders transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Borrower, each other Credit Party Borrower and their respective Affiliates, on the one hand, and the Administrative Agent, the Lead Arrangers, and the LendersAgents, on the other hand, (B) each of the Borrower and the other Credit Parties has consulted its own legal, accounting, 146 regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower and each 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 Documents; (ii)(Aii) the Administrative Agent, the Lead Arrangers (A) each Agent and 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 the Borrowerany Loan Party, any other Credit Party its management, stockholders, creditors or any of their respective Affiliates, its affiliates or any other PersonPerson with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and (B) neither any of the Administrative Agent, the Lead Arrangers Agents nor any Lender has any obligation to the Borrower, any other Credit Party Borrower 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 Lead Arrangers Agents and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from conflict with those of the Borrower, the other Credit Parties Borrower and their respective Affiliates, and neither the Administrative Agent, the Lead Arrangers nor any Lender has any Agents have no obligation to disclose any of such interests to the Borrower, any other Credit Party Borrower or any of their respective Affiliates. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan Party, in connection with such transaction or the process leading thereto. To the fullest extent permitted by law, the Borrower and each other Credit Party hereby waives and releases any claims that it may have against the Administrative Agent, the Lead Arrangers or any Lender Agents 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
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 Credit Loan Party 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, the Sole Lead Arrangers and Arranger and/or the Lenders are arm’s-length commercial transactions between the Borrower, each other Credit Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Sole Lead Arrangers, Arranger and the Lenders, on the other hand, (B) each of the Borrower and the other Credit Loan Parties has have consulted its their own legal, accounting, regulatory and tax advisors to the extent it has they have deemed appropriate, and (C) the Borrower and each other Credit 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)(Aii) (A) each of the Administrative Agent, the Sole Lead Arrangers Arranger and each Lender the Lenders 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 the Borrower, any other Credit Loan Party or any of their respective Affiliates, or any other Person, and (B) neither the Administrative Agent, the Lead Arrangers Agent nor any Lender has any obligation to the Borrower, any other Credit Loan 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 Sole Lead Arrangers and 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 Credit Loan Parties and their respective Affiliates, and neither each of the Administrative Agent, the Sole Lead Arrangers nor any Lender Arranger and the Lenders has any no obligation to disclose any of such interests to the Borrower, any other Credit Loan Party or any of their respective Affiliates. To the fullest extent permitted by law, each of the Borrower and each the other Credit Party Loan Parties hereby waives and releases any claims that it may have against the Administrative Agent, the Sole Lead Arrangers 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.. 103
Appears in 1 contract
Samples: Credit Agreement (Ring Energy, 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 each Borrower and each other Credit Loan Party 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, the Lead Arrangers Arranger, and the Lenders are arm’sarm's-length commercial transactions between the each Borrower, each other Credit Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Lead Arrangers, Arranger and the Lenders, on the other hand, (B) each of the Borrower and the each other Credit Parties Loan Party has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the each Borrower and each other Credit 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)(Aii) (A) the Administrative Agent, the Lead Arrangers Arranger and 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 the any Borrower, any other Credit Loan Party or any of their respective Affiliates, or any other Person, Person and (B) neither the Administrative Agent, the Lead Arrangers Arranger nor any Lender has any obligation to the any Borrower, any other Credit 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 (iii) the Administrative Agent, the Lead 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 each Borrower, the other Credit Loan Parties and their respective Affiliates, and neither the Administrative Agent, the Lead Arrangers Arranger nor any Lender has any obligation to disclose any of such interests to the any Borrower, any other Credit Loan Party or any of their respective Affiliates. To the fullest extent permitted by law, the each Borrower and each other Credit Loan Party hereby waives and releases any claims that it may have against the Administrative Agent, the Lead Arrangers 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
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), the Borrower and each other Credit Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i)(Aa) (i) no fiduciary, advisory or agency relationship between the Credit Parties and their Subsidiaries and any Arranger, any Agent or any other Finance Party is intended to be or has been created in respect of the transactions contemplated hereby or by the other Credit Documents, irrespective of whether any Arranger, any Agent or any other Finance Party has advised or is advising any Credit Party or any Subsidiary on other matters, (ii) the arranging and other services regarding this Agreement provided by the Administrative AgentArrangers, the Lead Arrangers Agents and the Lenders other Finance Parties are arm’s-length commercial transactions between the Borrower, each other any Credit Party and their respective its Affiliates, on the one hand, and the Administrative Agent, the Lead Arrangers, and the LendersFinance Parties, on the other hand, (Biii) each of the Borrower and the other Credit Parties Party has consulted its own legal, accounting, regulatory and tax advisors to the extent that it has deemed appropriate, appropriate and (Civ) the Borrower and each 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; and (ii)(Ab) (i) the Administrative AgentArrangers, the Lead Arrangers Agents and each Lender other Finance Party 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 the Borrower, any other Credit Party or any of their respective its Affiliates, or any other Person, and ; (Bii) neither none of the Administrative AgentArrangers, the Lead Arrangers nor any Lender Agents and the other Finance Parties has any obligation to the Borrower, any other 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 Credit Documents; and (iii) the Administrative AgentArrangers, the Lead Arrangers Agents and the Lenders other Finance Parties and their respective branches and Affiliates may be engaged engaged, for their own accounts or the accounts of customers, in a broad range of transactions that involve interests that differ from those of the Borrower, the other any Credit Parties Party and their respective its Affiliates, and neither none of the Administrative AgentArrangers, the Lead Arrangers nor any Lender Agents and the other Finance Parties has any obligation to disclose any of such interests to the Borrower, any other Credit Party or any of their respective its Affiliates. To the fullest extent permitted by lawLaw, the Borrower and each other Credit Party hereby waives and releases any claims that it may have against any of the Administrative AgentArrangers, the Lead Arrangers or any Lender Agents and the other Finance Parties 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: Letter of Credit Facility Agreement (Enstar Group 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 Credit Party acknowledges and agrees, and acknowledges its AffiliatesSubsidiaries’ understanding, that: (i)(Ai) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Lead Arrangers and the Lenders LendersCredit Parties are arm’s-length commercial transactions between the Borrower, each other Credit Party Borrower and their respective its Affiliates, on the one hand, and the Administrative Agent, the Lead Arrangers, LendersCredit Parties and the Lenderstheir Affiliates, on the other hand, (B) each of the Borrower and the other Credit Parties has consulted its own legal, accounting, investment, regulatory and, tax and tax other 159 advisors to the extent it has deemed appropriateappropriate and that no Credit Party is advising the Borrower as to any such matters in any jurisdiction, and (C) the Borrower and each 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 DocumentsDocuments and that the Credit Parties shall have no responsibility or liability to the Borrower with respect thereto; (ii)(Aii) (A) each of the Administrative Agent, the Lead Arrangers LendersCredit Parties and each Lender 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 advisoradvisor (financial or otherwise), agent or fiduciary for the Borrower, any other Credit Party Borrower or any of their respective its Affiliates, or any other Person, Person and (B) neither the Administrative Agent, the Lead Arrangers nor no LenderCredit Party or any Lender of its Affiliates has any obligation to the Borrower, any other Credit Party Borrower or any of their respective its Affiliates with respect to the transactions contemplated hereby except except, in the case of a LenderCredit Party, those obligations expressly set forth herein and in the other Loan Documents; and (iii) each of the Administrative Agent, the Lead Arrangers and the Lenders LendersCredit Parties 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 Credit Parties Borrower and their respective its Affiliates, and neither the Administrative Agent, the Lead Arrangers nor no LenderCredit Party or any Lender of its Affiliates has any obligation to disclose any of such interests to the Borrower, any other Credit Party Borrower or any of their respective its Affiliates. To the fullest extent permitted by law, the Borrower and each other Credit Party hereby waives and releases any claims that it may have against each of the Administrative Agent, the Lead Arrangers or any Lender LendersCredit Parties and their Affiliates with respect to any breach or alleged breach of agency or fiduciary duty in connection with this Agreement and any aspect of any transaction contemplated hereby. The Borrower further acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that each Credit Party, together with its Affiliates, is a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, any Credit Party may provide investment banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, the Borrower and other companies with which it may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any Credit Party or any of its customers, 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. In addition, the Borrower acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that each Credit Party and its affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which the Borrower or its Subsidiaries may have conflicting interests regarding the transactions described herein and otherwise. No Credit Party will use confidential information obtained from the Borrower by virtue of the transactions contemplated by the Loan Documents or its other relationships with the Borrower in connection with the performance by such Credit Party of services for other companies, and no Credit Party will furnish any such information to other companies. The Borrower also acknowledges that no Credit Party has any obligation to use in connection with the transactions contemplated by the Loan Documents, or to furnish to the Borrower, confidential information obtained from other companies.
Appears in 1 contract
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 Credit Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i)(Aa) (i) no fiduciary, advisory or agency relationship between any Loan Party and its Subsidiaries and Administrative Agent, the L/C Issuer, or any Lender is intended to be or has been created in respect of the transactions contemplated hereby or by the other Loan Documents, irrespective of whether Administrative Agent, the L/C Issuer, or any Lender has advised or is advising any Loan Party or any of its Subsidiaries on other matters, (ii) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Lead Arrangers L/C Issuer, and the Lenders are arm’s-length commercial transactions between the Borrower, each other Credit Party such Loan Parties and their respective Affiliates, on the one hand, and the Administrative Agent, the Lead ArrangersL/C Issuer, and the Lenders, on the other hand, (Biii) each of the Borrower and the other Credit Parties Loan Party has consulted its own legal, accounting, regulatory and tax advisors to the extent that it has deemed appropriate, appropriate and (Civ) the Borrower and each other Credit 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; and (ii)(Ab) the (i) Administrative Agent, the Lead Arrangers L/C Issuer, and the 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 the Borrower, any other Credit Loan Party or any of their respective its Affiliates, or any other Person, and ; (Bii) neither the none of Administrative Agent, the Lead Arrangers nor any Lender L/C Issuer, and the Lenders has any obligation to the Borrower, any other Credit Loan 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 Lead Arrangers L/C Issuer, and the Lenders and their respective Affiliates may be engaged engaged, for their own accounts or the accounts of customers, in a broad range of transactions that involve interests that differ from those of the Borrower, the other Credit Parties any Loan Party and their respective its Affiliates, and neither the none of Administrative Agent, the Lead Arrangers nor any Lender L/C Issuer, and the Lenders has any obligation to disclose any of such interests to the Borrower, any other Credit Loan Party or any of their respective its Affiliates. To the fullest extent permitted by lawLaw, the Borrower and each other Credit Loan Party hereby waives and releases any claims that it may have against the Administrative Agent, the Lead Arrangers or any Lender L/C Issuer, 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
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 and the Parent and each other Credit 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, the Lead Arrangers Agent and the Lenders are arm’s-length commercial transactions between the Borrower, the Parent, each other Credit Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Lead Arrangers, Agent and the Lenders, on the other hand, (B) each of the Borrower Borrower, the Parent, and the each other Credit Parties Loan Party has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Borrower the Parent and each other Credit 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 Lead Arrangers Agent and 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 the Borrower, the Parent, any other Credit Party Loan Party, or any of their respective Affiliates, or any other Person, Person and (B) neither the Administrative Agent, the Lead Arrangers Agent nor any Lender has any obligation to the Borrower, the Parent, any other Credit Party 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 (iii) the Administrative Agent, the Lead Arrangers Agent 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 Parent, the other Credit Loan Parties and their respective Affiliates, and neither the Administrative Agent, the Lead Arrangers Agent nor any Lender has any obligation to disclose any of such interests to the Borrower, the Parent, any other Credit Loan Party or any of their respective Affiliates. To the fullest extent permitted by law, each of the Borrower and the Parent, and each other Credit Loan Party hereby waives and releases any claims that it may have against the Administrative Agent, the Lead Arrangers 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 1 contract
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 Credit 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, the Lead Arrangers and the Lenders Lenders, are arm’s-length commercial transactions between the BorrowerBorrower , each other Credit Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Lead Arrangers, Arrangers and the Lenders, on the other hand, (B) each of the Borrower and the other Credit Loan 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 Credit 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 Lead Arrangers each Arranger and 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 the Borrower, any other Credit Loan 124 Party or any of their respective Affiliates, or any other Person, Person and (B) neither the Administrative Agent, the Lead Arrangers nor any Lender has any obligation to the Borrower, any other Credit 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 (iii) the Administrative Agent, the 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 Borrower, the other Credit Loan Parties and their respective Affiliates, and neither the Administrative Agent, the Lead Arrangers nor any Lender has any obligation to disclose any of such interests to the Borrower, any other Credit Loan Party or any of their respective Affiliates. To the fullest extent permitted by lawApplicable Laws, each of the Borrower and each the other Credit Party Loan Parties hereby waives and releases any claims that it may have against the Administrative Agent, the Lead Arrangers or any Lender 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
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 Credit Loan Party 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, the Lead Arrangers Agent and the Lenders Sole Lead Arranger are arm’s-length commercial transactions between the BorrowerBorrower , each other Credit Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Lead Arrangers, Agent and the LendersSole Lead Arranger, on the other hand, (B) each of the Borrower and the other Credit Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has 104 deemed appropriate, and (C) the Borrower and each other Credit 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)(Aii) (A) the Administrative Agent, Agent and the Sole Lead Arrangers and Arranger 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 the Borrower, any other Credit Loan Party or any of their respective Affiliates, or any other Person, Person and (B) neither the Administrative Agent, Agent nor the Sole Lead Arrangers nor any Lender Arranger has any obligation to the Borrower, any other Credit 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 (iii) the Administrative Agent, the Lead Arrangers Agent and the Lenders Sole 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 Credit Loan Parties and their respective Affiliates, and neither the Administrative Agent, Agent nor the Sole Lead Arrangers nor any Lender Arranger has any obligation to disclose any of such interests to the Borrower, any other Credit Loan Party or any of their respective Affiliates. To the fullest extent permitted by law, each of the Borrower and each the other Credit Party Loan Parties hereby waives and releases any claims that it may have against the Administrative Agent, Agent and the Sole Lead Arrangers or any Lender 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 1 contract
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 Credit 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 AgentAgent and any Affiliate thereof, the Lead Arrangers and the Lenders are arm’s-length commercial transactions between the Borrower, each other Credit Loan Party and their respective Affiliates, on the one hand, and the Administrative AgentAgent and, as applicable, its Affiliates (including the Arrangers) and the Lenders and their Affiliates (collectively, solely for purposes of this Section, the Lead Arrangers, and the “Lenders”), on the other hand, (Bii) each of the Borrower and the other Credit Loan 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 Credit 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, Agent and its Affiliates (including the Lead Arrangers Arrangers) and each 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 the Borrower, any other Credit Loan Party or any of their respective Affiliates, or any other Person, Person and (Bii) neither the Administrative Agent, any of its Affiliates (including the Lead Arrangers Arrangers) nor any Lender has any obligation to the Borrower, any other Credit 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, Agent and its Affiliates (including the Lead 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 Credit Loan Parties and their respective Affiliates, and neither the Administrative Agent, any of its Affiliates (including the Lead Arrangers Arrangers) nor any Lender has any obligation to disclose any of such interests to the Borrower, any other Credit Loan Party or any of their respective Affiliates. To the fullest extent permitted by law, each of the Borrower and each other Credit Loan Party hereby waives and releases any claims that it may have against the Administrative Agent, any of its Affiliates (including the Lead Arrangers Arrangers) 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
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 Company and each other Credit Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i)(Ai) (A) the arranging 117 Lululemon Credit Agreement and other services regarding this Agreement provided by the Administrative Agent, the Lead Arrangers Arrangers, and the Lenders are arm’s-length commercial transactions between the BorrowerCompany, each other Credit Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Lead Arrangers, Arrangers and the Lenders, on the other hand, (B) each of the Borrower Company and the other Credit Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower Company and each other Credit 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)(Aii) (A) the Administrative Agent, the Lead Arrangers each Arranger and 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 the BorrowerCompany, any other Credit Loan Party or any of their respective Affiliates, or any other Person, Person and (B) neither the Administrative Agent, the Lead Arrangers any Arranger nor any Lender has any obligation to the BorrowerCompany, any other Credit 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 (iii) the Administrative Agent, the Lead Arrangers and 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 BorrowerCompany, the other Credit Loan Parties and their respective Affiliates, and neither the Administrative Agent, the Lead Arrangers any Arranger nor any Lender has any obligation to disclose any of such interests to the BorrowerCompany, any other Credit Loan Party or any of their respective Affiliates. To the fullest extent permitted by law, each of the Borrower Company and each other Credit Loan Party hereby waives and releases any claims that it may have against the Administrative Agent, the Lead Arrangers 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
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 Credit Loan Party 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, the Lead Arrangers Arrangers, and the Lenders are arm’s-length commercial transactions between the Borrower, each other Credit Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Lead Arrangers, and the Lenders, on the other hand, (B) each of the Borrower and the other Credit Loan 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 Credit 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)(Aii) (A) the Administrative Agent, the Lead Arrangers and 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 the Borrower, any other Credit Loan Party or any of their respective Affiliates, or any other Person, Person 184 and (B) neither the Administrative Agent, the Lead Arrangers nor any Lender has any obligation to the Borrower, any other Credit 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 (iii) the Administrative Agent, the 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 Borrower, the other Credit Loan Parties and their respective Affiliates, and neither the Administrative Agent, the Lead Arrangers Arrangers, nor any Lender has any obligation to disclose any of such interests to the Borrower, any other Credit Loan Party or any of their respective Affiliates. To the fullest extent permitted by law, each of the Borrower and each other Credit Loan Party hereby waives and releases any claims that it may have against the Administrative Agent, the Lead Arrangers 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
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 Parent, the Borrower and each other Credit Loan Party 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, the Lead Arrangers and Agent and/or the Lenders are arm’s-length commercial transactions between Parent, the Borrower, each other Credit Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Lead Arrangers, Agent and the Lenders, on the other hand, (B) each of Parent, the Borrower and the other Credit Loan Parties has have consulted its their own legal, accounting, regulatory and tax advisors to the extent it has they have deemed appropriate, and (C) each of Parent, the Borrower and each other Credit 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)(Aii) (A) each of the Administrative Agent, Agent and the Lead Arrangers and each Lender Lenders 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 the Borrower, any other Credit Loan Party or any of their respective Affiliates, or any other Person, Parent, and (B) neither the Administrative Agent, the Lead Arrangers Agent nor any Lender has any obligation to Parent, the Borrower, any other Credit Loan 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 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 Parent, the Borrower, the other Credit Loan Parties and their respective Affiliates, and neither each of the Administrative Agent, Agent and the Lead Arrangers nor any Lender Lenders has any no obligation to disclose any of such interests to Parent, the Borrower, any other Credit Loan Party or any of their respective Affiliates. To the fullest extent permitted by law, each of Parent, the Borrower and each the other Credit Party Loan Parties hereby waives and releases any claims that it may have against the Administrative Agent, the Lead Arrangers 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 1 contract
Samples: Credit Agreement (LendingTree, 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 Credit Loan Party acknowledges and agrees, agrees and acknowledges its Affiliates’ understanding, ' understanding that that: (i)(Ai) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Lead Arrangers and and/or the Lenders are arm’s-length commercial transactions between the Borrower, each other Credit Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Lead Arrangers, Arrangers and the Lenders, on the other hand, (B) each of the Borrower and the other Credit Loan Parties has have consulted its their own legal, accounting, regulatory and tax advisors to the extent it has they have deemed appropriate, and (C) the Borrower and each other Credit 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)(Aii) (A) each of the Administrative Agent, the Lead Arrangers and each Lender the Lenders 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 the Borrower, any other Credit Party Loan Party, or any of their respective Affiliates, or any other Person, Person and (B) neither none of the Administrative Agent, the Lead Arrangers nor and any Lender has any obligation to the Borrower, any other Credit Loan 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 Lead Arrangers and 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 Credit Loan Parties and their respective Affiliates, and neither each of the Administrative Agent, the Lead Arrangers nor any Lender and the Lenders has any no obligation to disclose any of such interests to the Borrower, any other Credit Loan Party or of any of their respective Affiliates. To the fullest extent permitted by lawLaw, the each of Borrower and each the other Credit Party Loan Parties hereby waives waive and releases release any claims that it may have against the Administrative Agent, the Lead Arrangers or any and each Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.with
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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 Credit Loan Party 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 and the Co-Lead Arrangers and the Lenders are arm’s-length commercial transactions between the Borrower, each other Credit Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, Agent and the Co-Lead Arrangers, and the Lenders, on the other hand, (B) each of the Borrower and the other Credit Loan 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 Credit 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)(Aii) (A) the Administrative Agent, Agent and the Co-Lead Arrangers and 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 the Borrower, any other Credit Loan Party or any of their respective Affiliates, or any other Person, Person and (B) neither the Administrative Agent, the Lead Arrangers Agent nor any Lender Co-Lead Arranger has any obligation to the Borrower, any other Credit 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 (iii) the Administrative Agent, Agent and the Co-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 Borrowerborrower, the other Credit Loan Parties and their respective Affiliates, and neither the Administrative Agent, the Agent nor either Co-Lead Arrangers nor any Lender Arranger has any obligation to disclose any of such interests to the Borrower, any other Credit Loan Party or any of their respective Affiliates. To the fullest extent permitted by lawLaw, each of the Borrower and each the other Credit Party Loan Parties hereby waives and releases any claims that it may have against the Administrative Agent, Agent and the Co-Lead Arrangers 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.
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Samples: Credit Agreement (Medcath 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 Borrower and each the other Credit Party Loan Parties 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, the Lead Arrangers Agent and the Lenders Arrangers, are arm’s-length commercial transactions between the Borrower, each the other Credit Party and Loan Parties their respective Affiliates, on the one hand, and the Administrative Agent, the Lead Arrangers, Agent and the LendersArrangers, on the other hand, (B) each of the Borrower and the other Credit Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower and each of the other Credit Party is Loan Parties 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)(Aii) (A) the Administrative Agent, Agent and the Lead Arrangers and 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 the Borrower, any the other Credit Party Loan Parties or any of their respective Affiliates, or any other Person, Person and (B) neither the Administrative Agent, Agent nor the Lead Arrangers nor any Lender has have any obligation to the Borrower, any the other Credit Party 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 Lead Arrangers Agent 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 Borrower, Borrower the other Credit Loan Parties and their respective Affiliates, and neither the Administrative Agent, Agent nor the Lead Arrangers nor any Lender has have any obligation to disclose any of such interests to the Borrower, any the other Credit Party Loan Parties or any of their respective Affiliates. To the fullest extent permitted by law, the Borrower and each of the other Credit Party Loan Parties hereby waives waive and releases release any claims that it may have against the Administrative Agent, Agent and the Lead Arrangers 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.. Section 10.19
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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 each Borrower and each other Credit Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i)(Ai) (A) the arranging and other services regarding this Agreement provided by the Administrative AgentAgent and, the Lead Arrangers Arranger, and the Lenders other Lead Arranger(s) are arm’s-length commercial transactions between the such Borrower, each other Credit Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Lead Arrangers, Agent and the LendersArranger, on the other hand, (B) each of the such Borrower and the other Credit Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the such Borrower and each other Credit 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)(Aii) (A) the Administrative Agent, Agent and the Lead Arrangers and Arranger 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 the such Borrower, any other Credit Loan Party or any of their respective Affiliates, or any other Person, Person and (B) neither the Administrative Agent, Agent nor the Lead Arrangers nor any Lender Arranger has any obligation to the such Borrower, any other Credit 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 (iii) the Administrative Agent, the Lead Arrangers Agent and 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 such Borrower, the other Credit Loan Parties and their respective Affiliates, and neither the Administrative Agent, Agent nor the Lead Arrangers nor any Lender Arranger has any obligation to disclose any of such interests to the Borrower, any other Credit Loan Party or any of their respective Affiliates. To the fullest extent permitted by law, each of the Borrower Borrowers and each the other Credit Party Loan Parties hereby waives and releases any claims that it may have against the Administrative Agent, Agent and the Lead Arrangers or any Lender Arranger with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.
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