No Fiduciary Relationship, Etc. The Seller represents and warrants to and acknowledges and agrees with the Purchaser that: (a) the Seller's sole relationship with the Purchaser is that of arm's-length seller and purchaser, respectively; (b) no term or provision of this Agreement or any other Seller Document is intended, nor shall any such term or provision be deemed or construed, to (i) impose on the Purchaser or any of its directors, officers, employees, agents, representatives, stockholders and controlling parties and all of their successors and assigns (collectively, the "Representatives") any trust, fiduciary, franchise, agency, advisory or similar duty to or relationship with any other Person or any of its Representatives, or (ii) make the Seller or any of its Representatives a partner, joint venturer, employee, Affiliate, agent or other Representative of the Purchaser, and each such duty, relationship, status, benefit or right that would otherwise be imposed by applicable law with respect to this Agreement is hereby absolutely, irrevocably, unconditionally, expressly and forever waived by the Seller; (c) the Seller has independently and fully reviewed and evaluated the Seller Documents, the obligations and transactions contemplated thereunder and the potential effects of such obligations and transactions on the assets, business, cash flow, expenses, income, liabilities, operations, properties, prospects, reputation or condition (financial or otherwise) of the Seller and its Affiliates, which review and evaluation was made together with the officers and directors and other Representatives of the Seller and (to the extent deemed prudent by the Seller) other legal counsel and financial and other advisors to the Seller, which legal and other counsel and advice the Seller acknowledges and agrees was more than sufficient for such review and evaluation; (d) the Seller has been encouraged to obtain independent legal counsel and advice, has had ample time and opportunity to do so, and has declined of its own volition to do so, and to the extent the Seller has not sought or received sufficient independent counsel in such review or evaluation, the Seller hereby absolutely, unconditionally, irrevocably, expressly and forever assumes any and all attendant risks and waives any and all rights, claims, defenses or objections with respect thereto; (e) no counsel to the Purchaser has in any way provided any tax or other legal counsel, analysis, advice or assurance to, or has in any way otherwise rep...
No Fiduciary Relationship, Etc. Each Borrower acknowledges and agrees that its sole relationship with the Administrative Agent, the Fronting Bank and Banks is that of debtor and creditor, respectively, and that no term or provision of this Agreement or any other Loan Instrument is intended to create, nor shall any such term or provision be deemed or construed to have created, any joint venture, partnership, trust, agency or other fiduciary relationship with any Borrower or any Subsidiary of any Borrower. Each Borrower acknowledges and agrees that the Borrowers have independently and fully reviewed and evaluated the Loan Instruments, the transactions contemplated thereunder and the potential effects of such transactions on the assets, business, operations, properties and condition (financial or otherwise) of each of the Borrowers and their Subsidiaries, which review and evaluation was made (i) together with counsel and (to the extent deemed prudent by the Borrowers) financial and other advisors to the Borrowers and their Subsidiaries, and (ii) without any reliance upon any oral or written advice, analysis or assurance of any kind whatsoever from the Administrative Agent or any other Bank.
No Fiduciary Relationship, Etc. (a) The Company, on behalf of itself and its Subsidiaries, agrees that in connection with all aspects of the transactions contemplated hereby and any communications in connection therewith, the Company, its Subsidiaries and their Affiliates, on the one hand, and the Agents, the Joint Lead Arrangers, the Banks, the Issuing Banks (collectively, the “Credit Parties”) and their affiliates, on the other hand, will have a business relationship that does not create, by implication or otherwise, any fiduciary duty on the part of any Credit Party or its affiliates, and no such duty will be deemed to have arisen in connection with any such transactions or communications. Additionally, the Company acknowledges and agrees that no Credit Party is advising the Company as to any legal, tax, investment, accounting, regulatory or any other matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated herein, and the Credit Parties shall have no responsibility or liability to the Company with respect thereto.
No Fiduciary Relationship, Etc. The parties hereto acknowledge and agree that the sole relationship between Seller and Takihyo, on the one hand, and Purchaser, on the other, is that of arm's-length seller and purchaser, respectively, and that no term or provision of this Agreement or any other Transaction Document is intended to create, nor shall any such term or provision be deemed or construed to have created, any joint venture, partnership, trust, agency, employee, employer or other fiduciary or other relationship among the parties hereto. The parties acknowledge and agree that they have independently and fully reviewed and evaluated this Agreement, the transactions contemplated hereunder and the potential effects of such transactions on the Assets, Business, operations, properties and condition (financial or otherwise) of Seller and Takihyo, which review and evaluation was made (a) together with counsel and (to the extent deemed prudent by the parties) financial and other advisors, and (b) without any reliance upon any oral or written advice, analysis or assurance of any kind whatsoever from any other party. Sections 13.01 and 13.02 shall survive the termination of this Agreement, the other Transaction Documents, the rights and obligations of the parties hereunder or thereunder, and the transactions contemplated hereby and thereby.
No Fiduciary Relationship, Etc. Neither the execution of the Loan Documents nor the administration hereof or of other documents referenced herein, nor any other right, duty or obligation created under or pursuant to the Loan Documents is intended to be or to create any fiduciary relationship between Lender and Borrower.
