Common use of No Liability of the Administrative Agent Clause in Contracts

No Liability of the Administrative Agent. Neither the Administrative Agent nor any other Secured Party shall have any liability to the Guarantor (whether in tort, contract, equity or otherwise) for losses suffered by the Guarantor in connection with, arising out of, or in any way related to the transactions or relationships contemplated by this Guarantee Agreement, or any act, omission or event occurring in connection herewith, unless it is determined by a final and non-appealable judgment or court order binding on the Administrative Agent and such other Secured Party, as the case may be, that the losses were the result of acts or omissions constituting gross negligence or willful misconduct of the Administrative Agent or such other Secured Party, as the case may be, as determined by a final non-appealable judgment of a court of competent jurisdiction. In any such litigation, each of the Administrative Agent and the other Secured Parties shall be entitled to the benefit of the rebuttable presumption each of the Administrative Agent and the other Secured Parties acted in good faith and with the exercise of ordinary care in the performance by it of the terms of the Credit Agreement and the other Credit Documents.

No Liability of the Administrative Agent. Neither the Administrative Agent nor any other Secured Party shall have any liability to the any Guarantor (whether in tort, contract, equity or otherwise) for losses suffered by the such Guarantor in connection with, arising out of, or in any way related to the transactions or relationships contemplated by this Guarantee Agreement, or any act, omission or event occurring in connection herewith, unless it is determined by a final and non-non appealable judgment or court order binding on the Administrative Agent and such other Secured Party, as the case may be, that the losses were the result of acts or omissions constituting gross negligence or willful misconduct of the Administrative Agent or such other Secured Party, as the case may be, as determined by a final non-appealable judgment of a court of competent jurisdiction. In any such litigation, each of the Administrative Agent and the other Secured Parties shall be entitled to the benefit of the rebuttable presumption each of the Administrative Agent and the other Secured Parties acted in good faith and with the exercise of ordinary care in the performance by it of the terms of the Credit Agreement and the other Credit Documents.