Common use of No Warranties or Liability Clause in Contracts

No Warranties or Liability. The Trustee, on behalf of itself and the Noteholders, acknowledges and agrees that neither the Agents nor any Senior Lender has made any express or implied representation or warranty, including, without limitation, with respect to the execution, validity, legality, completeness, collectibility, or enforceability of any of the Senior Lender Debt or the Senior Lender Documents. The Agents and the Senior Lenders will be entitled to manage and supervise their respective loans and extensions of credit to the Borrowers in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Agents and the Senior Lenders may manage their loans and extensions of credit without regard to any rights or interests that the Trustee or any of the Noteholders have in the Common Collateral or otherwise, except as otherwise expressly provided in this Agreement. Neither the Agents nor any Senior Lender shall have any duty to the Trustee or any of the Noteholders to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with any Obligor (including, without limitation, the Noteholder Documents), regardless of any knowledge thereof which they may have or be charged with.

Appears in 2 contracts

Samples: Intercreditor Agreement (International Wire Rome Operations, Inc.), Intercreditor Agreement (International Wire Group Inc)

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No Warranties or Liability. (a) The Trustee, on behalf of itself and the Noteholders, acknowledges and agrees that neither each of the Agents nor any First-Lien Agent and the Senior Lender has Lenders have made any no express or implied representation or warranty, including, without limitation, including with respect to the execution, validity, legality, completeness, collectibility, collectibility or enforceability of any of the Senior Lender Debt Documents, the ownership of any Common Collateral or the Senior Lender Documentsperfection or priority of any Liens thereon. The Agents and the Senior Lenders will be entitled to manage and supervise their respective loans and extensions of credit to under the Borrowers Senior Lender Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Agents and the Senior Lenders may manage their loans and extensions of credit without regard to any rights or interests that the Trustee or any of the Noteholders have in the Common Collateral or otherwise, except as otherwise expressly provided in this Agreement. Neither None of the Agents First-Lien Agent nor any Senior Lender shall have any duty to the Trustee Trustee, the Noteholder Collateral Agent or any of the Noteholders to act or refrain from acting in a manner which that allows, or results in, the occurrence or continuance of an event of default or default under any agreements with the Company or any Obligor Subsidiary thereof (including, without limitation, including the Noteholder Documents), regardless of any knowledge thereof which that they may have or be charged with.

Appears in 2 contracts

Samples: Supplemental Indenture (Century Aluminum Co), Intercreditor Agreement (Century California, LLC)

No Warranties or Liability. The Trustee, on behalf of itself and the Noteholders, acknowledges and agrees the Collateral Agent, acknowledge and agree that neither each of the Agents nor any Agent and the Senior Lender has Lenders have made any no express or implied representation or warranty, including, without limitation, with respect to the execution, validity, legality, completeness, collectibility, collectibility or enforceability of any of the Senior Lender Debt or the Senior Lender Documents. The Agents and the Senior Lenders will be entitled to manage and supervise their respective loans and extensions of credit to the Borrowers Obligors (that are borrowers) in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Agents and the Senior Lenders may manage their loans and extensions of credit without regard to any rights or interests that the Trustee Trustee, the Collateral Agent or any of the Noteholders have in the Common Collateral or otherwise, except as otherwise expressly provided in this Agreement. Neither the Agents Agent nor any Senior Lender shall have any duty to the Trustee or any of the Noteholders to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with any Obligor (including, without limitation, the Noteholder Documents), regardless of any knowledge thereof which they may have or be charged with.

Appears in 2 contracts

Samples: Intercreditor Agreement (Telex Communications International LTD), Intercreditor Agreement (Telex Communications Intermediate Holdings LLC)

No Warranties or Liability. (a) The Trustee, on behalf of itself and the Noteholders, acknowledges and agrees that neither the Agents nor any Senior Lender has made any express or implied representation or warranty, including, without limitation, with respect to the execution, validity, legality, completeness, collectibility, or enforceability of any of the Senior Lender Debt or the Senior Lender Documents. The Agents and the Senior Lenders will be entitled to manage and supervise their respective loans and extensions of credit to under the Borrowers Senior Lender Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Agents and the Senior Lenders may manage their loans and extensions of credit without regard to any rights or interests that the Trustee or any of the Noteholders have in the Common Collateral or otherwise, except as otherwise expressly provided in this Agreement. Neither None of the Agents First-Lien Agent nor any Senior Lender shall have any duty to the Trustee Trustee, any other agent, trustee or representative for Parity Lien Debt, the Parity Lien Collateral Agent or any of the Noteholders to act or refrain from acting in a manner which that allows, or results in, the occurrence or continuance of an event of default or default under any agreements with the Company or any Obligor Subsidiary thereof (including, without limitation, including the Noteholder Parity Lien Documents), regardless of any knowledge thereof which that they may have or be charged with.

Appears in 2 contracts

Samples: Intercreditor Agreement (Century Aluminum Co), Intercreditor Agreement (Century Aluminum Co)

No Warranties or Liability. The Trustee, on behalf of itself and the Noteholders, acknowledges and agrees the Collateral Agent, acknowledge and agree that neither each of the Agents nor any Senior Lender has Agent and the Senior Lenders have made any no express or implied representation or warranty, including, without limitation, with respect to the execution, validity, legality, completeness, collectibility, collectibility or enforceability of any of the Senior Lender Debt or the Senior Lender Documents. The Agents and the Senior Lenders will be entitled to manage and supervise their respective loans and extensions of credit to the Borrowers Obligors (that are borrowers) in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Agents and the Senior Lenders may manage their loans and extensions of credit without regard to any rights or interests that the Trustee Trustee, the Collateral Agent or any of the Noteholders have in the Common Collateral or otherwise, except as otherwise expressly provided in this Agreement. Neither the Agents Senior Agent nor any Senior Lender shall have any duty to the Trustee or any of the Noteholders to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with any Obligor (including, without limitation, the Noteholder Documents), regardless of any knowledge thereof which they may have or be charged with.

Appears in 2 contracts

Samples: Intercreditor Agreement (Golfsmith International Holdings Inc), Credit Agreement (Golfsmith International Holdings Inc)

No Warranties or Liability. The Trustee, on behalf of itself and the Noteholders, acknowledges and agrees that neither each of the Agents nor any Senior Lender has Administrative Agent and the other holders of First Priority Claims have made any no express or implied representation or warranty, including, without limitation, including with respect to the execution, validity, legality, completeness, collectibility, collectibility or enforceability of any of the Senior Lender Debt Loan Documents or the Senior Lender Documentsownership of any Common Collateral or the perfection or priority of any Lien thereon. The Agents and the Senior Lenders holders of First Priority Claims will be entitled to manage and supervise their respective loans and extensions of credit to the Borrowers Borrower in accordance with applicable law and as they may otherwise, in their sole discretion, deem appropriate, and the Agents and the Senior Lenders holders of First Priority Claims may manage their loans and extensions of credit without regard to any rights right or interests interest that the Trustee or any of the Noteholders have in the Common Collateral or otherwise, except as otherwise expressly provided in this Agreement. Neither the Agents Administrative Agent nor any Senior other First Priority Lender shall have any duty to the Trustee or any of the Noteholders to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements agreement with any Obligor the Borrower (including, without limitation, including the Noteholder Documents), regardless of any knowledge thereof which they may have or be charged with.

Appears in 1 contract

Samples: Intercreditor Agreement (Integrated Alarm Services Group Inc)

No Warranties or Liability. The TrusteeCollateral Agent, for itself and on behalf of itself and the NoteholdersJunior Creditors, acknowledges and agrees that neither each of the Agents nor any Senior Lender has Credit Agent and the Senior Creditors have made any no express or implied representation or warranty, including, without limitation, including with respect to the execution, validity, legality, completeness, collectibility, collectibility or enforceability of any of the Senior Lender Debt Creditor Documents, the ownership of any Common Collateral or the Senior Lender Documentsperfection or priority of any Liens thereon. The Agents Collateral Agent agrees, for itself and on behalf of the Junior Creditors, that the Senior Lenders Creditors will be entitled to manage and supervise their respective loans and extensions of credit to under the Borrowers Senior Creditor Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Agents and the Senior Lenders Creditors may manage their loans and extensions of credit without regard to any rights or interests that the Trustee Collateral Agent or any of the Noteholders Junior Creditors have in the Common Collateral or otherwise, except as otherwise expressly provided in this Agreement. Neither the Agents Senior Credit Agent nor any Senior Lender Creditor shall have any duty to the Trustee Collateral Agent or any of the Noteholders Junior Creditors to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with Operating or Intermediate or any Obligor Subsidiary thereof (including, without limitation, including the Noteholder Junior Creditor Documents), regardless of any knowledge thereof which they may have or be charged with.

Appears in 1 contract

Samples: Intercreditor Agreement (J Crew Group Inc)

No Warranties or Liability. The Trustee, on behalf of itself and the Noteholders, acknowledges and agrees that neither each of the Agents nor any Credit Agent and the Senior Lender has Lenders have made any no express or implied representation or warranty, including, without limitation, including with respect to the execution, validity, legality, completeness, collectibility, collectibility or enforceability of any of the Senior Lender Debt Documents, the ownership of any Common Collateral or the Senior Lender Documentsperfection or priority of any Liens thereon. The Agents and the Senior Lenders will be entitled to manage and supervise their respective loans and extensions of credit to under the Borrowers Senior Lender Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Agents and the Senior Lenders may manage their loans and extensions of credit without regard to any rights or interests that the Trustee or any of the Noteholders have in the Common Collateral or otherwise, except as otherwise expressly provided in this Agreement. Neither the Agents Credit Agent nor any Senior Lender shall have any duty to the Trustee or any of the Noteholders to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with any Obligor Company or any Subsidiary thereof (including, without limitation, including the Noteholder Documents), regardless of any knowledge thereof which they may have or be charged with.

Appears in 1 contract

Samples: Intercreditor Agreement (SMART Modular Technologies (DE), Inc.)

No Warranties or Liability. The TrusteeNoteholder Collateral Agent, on behalf of itself and the Noteholders, acknowledges and agrees that neither the Agents Senior Collateral Agent nor any Senior Lender has made any express or implied representation or warranty, including, without limitation, with respect to the execution, validity, legality, completeness, collectibility, collectibility or enforceability of any of the Senior Lender Debt or the Senior Lender Documents. The Agents Senior Collateral Agent and the Senior Lenders will be entitled to manage and supervise their respective loans and extensions of credit to the Borrowers Borrower and the Guarantors in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Agents Senior Collateral Agent and the Senior Lenders may manage their loans and extensions of credit without regard to any rights or interests that the Trustee Noteholder Collateral Agent or any of the Noteholders have in the Common Collateral or otherwise, except as otherwise expressly provided in this Agreement. Neither the Agents Senior Collateral Agent nor any Senior Lender shall have any duty to the Trustee Noteholder Collateral Agent or any of the Noteholders to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with the Borrower or any Obligor Guarantor (including, without limitation, the Noteholder Documents), regardless of any knowledge thereof which they may have or be charged with.

Appears in 1 contract

Samples: Intercreditor Agreement (Aaipharma Inc)

No Warranties or Liability. The Trustee, on behalf of itself and the Noteholders, acknowledges and agrees that neither each of the Agents nor any Collateral Agent and the Senior Lender Lenders has made any no express or implied representation or warranty, including, without limitation, including with respect to the execution, validity, legality, completeness, collectibility, collectibility or enforceability of any of the Senior Lender Debt Security Documents, the ownership of any Collateral or the Senior Lender Documentsperfection or priority of any Liens thereon. The Agents and the Senior Lenders will be entitled to manage and supervise their respective loans and extensions of credit to under the Borrowers Senior Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Agents and the Senior Lenders may manage their loans and extensions of credit without regard to any rights or interests that the Trustee or any of the Noteholders have in the Common Collateral or otherwise, except as otherwise expressly provided in this AgreementAgreement and the Security Documents. Neither the Agents nor any Senior Lender nor any of their Representatives shall have any duty to the Trustee or any of the Noteholders to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with either Company or any Obligor Subsidiary thereof (including, without limitation, including the Noteholder Documents), regardless of any knowledge thereof which they may have or be charged with.

Appears in 1 contract

Samples: Collateral Sharing Agreement (On Semiconductor Corp)

No Warranties or Liability. The Trustee, on behalf of itself and the Noteholders, acknowledges and agrees that neither each of the Agents nor any Credit Agent and the Senior Lender has Lenders have made any no express or implied representation or warranty, including, without limitation, including with respect to the execution, validity, legality, completeness, collectibility, collectibility or enforceability of any of the Senior Lender Debt Documents, the ownership of any Common Collateral or the Senior Lender Documentsperfection or priority of any Liens thereon. The Agents and the Senior Lenders will be entitled to manage and supervise their respective loans and extensions of credit to under the Borrowers Senior Lender Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Agents and the Senior Lenders may manage their loans and extensions of credit without regard to any rights or interests that the Trustee or any of the Noteholders have in the Common Collateral or otherwise, except as otherwise expressly provided in this Agreement. Neither the Agents Credit Agent nor any Senior Lender shall have any duty to the Trustee or any of the Noteholders to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with either Company or any Obligor Subsidiary thereof (including, without limitation, including the Noteholder Documents), regardless of any knowledge thereof which they may have or be charged with.

Appears in 1 contract

Samples: Intercreditor Agreement (On Semiconductor Corp)

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No Warranties or Liability. (a) The TrusteeParity Lien Collateral Agent, for itself and on behalf of itself the Trustee, any other agent, trustee or representative for Parity Lien Debt and the Noteholders, acknowledges and agrees that neither each of the Agents nor any First-Lien Agent and the Senior Lender has Lenders have made any no express or implied representation or warranty, including, without limitation, including with respect to the execution, validity, legality, completeness, collectibility, collectability or enforceability of any of the Senior Lender Debt Documents, the ownership of any Common Collateral or the Senior Lender Documentsperfection or priority of any Liens thereon. The Agents and the Senior Lenders will be entitled to manage and supervise their respective loans and extensions of credit to under the Borrowers Senior Lender Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Agents and the Senior Lenders may manage their loans and extensions of credit without regard to any rights or interests that the Trustee or any of the Noteholders have in the Common Collateral or otherwise, except as otherwise expressly provided in this Agreement. Neither None of the Agents First-Lien Agent nor any Senior Lender shall have any duty to the Trustee Trustee, any other agent, trustee or representative for Parity Lien Debt, the Parity Lien Collateral Agent or any of the Noteholders to act or refrain from acting in a manner which that allows, or results in, the occurrence or continuance of an event of default or default under any agreements with the Company or any Obligor Subsidiary thereof (including, without limitation, including the Noteholder Parity Lien Documents), regardless of any knowledge thereof which that they may have or be charged with.

Appears in 1 contract

Samples: Collateral Agency Agreement (Century Aluminum Co)

No Warranties or Liability. (a) The TrusteeJunior Agent, on behalf of itself and the NoteholdersJunior Lenders, acknowledges and agrees that neither each of the Agents nor any Senior Lender has Agent and the Senior Lenders have made any no express or implied representation or warranty, including, without limitation, with respect to the execution, validity, legality, completeness, collectibility, collectibility or enforceability of any of the Senior Lender Debt or the Senior Lender Documents. The Agents Senior Agent and the Senior Lenders will be entitled to manage and supervise their respective loans and extensions of credit to the Borrowers GenTek Obligors and any other subsidiary of GenTek in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Agents Senior Agent and the Senior Lenders may manage their loans and extensions of credit without regard to any rights or interests that the Trustee Junior Agent or any of the Noteholders Junior Lenders have in the Common Shared Collateral or otherwise, except as otherwise expressly provided in this Agreement. Neither the Agents Senior Agent nor any Senior Lender shall have any duty to the Trustee Junior Agent or any of the Noteholders Junior Lenders to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with any GenTek Obligor (including, without limitation, the Noteholder Junior Lender Documents), regardless of any knowledge thereof which they may have or be charged with.

Appears in 1 contract

Samples: Intercreditor Agreement (Gentek Inc)

No Warranties or Liability. The Trustee, on behalf of itself and the Noteholders, acknowledges and agrees that neither each of the Agents nor any Credit Agent and the Senior Lender has Lenders have made any no express or implied representation or warranty, including, without limitation, including with respect to the execution, validity, legality, completeness, collectibility, collectibility or enforceability of any of the Senior Lender Debt Documents, the ownership of any Common Collateral or the Senior Lender Documentsperfection or priority of any Liens thereon. The Agents and the Senior Lenders will be entitled to manage and supervise their respective loans and extensions of credit to under the Borrowers Senior Lender Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Agents and the Senior Lenders may manage their loans and extensions of credit without regard to any rights or interests that the Trustee or any of the Noteholders have in the Common Collateral or otherwise, except as otherwise expressly provided in this Agreement. Neither the Agents Credit Agent nor any Senior Lender shall have any duty to the Trustee or any of the Noteholders to act or refrain from acting in a manner which that allows, or results in, the occurrence or continuance of an event of default or default under any agreements with the Company or any Obligor Subsidiary thereof (including, without limitation, including the Noteholder Documents), regardless of any knowledge thereof which that they may have or be charged with.

Appears in 1 contract

Samples: Intercreditor Agreement (Pierson Industries Inc)

No Warranties or Liability. The Trustee, on behalf of itself and the Noteholders, acknowledges and agrees that neither each of the Agents nor any Collateral Agent and the Senior Lender Lenders has made any no express or implied representation or warranty, including, without limitation, including with respect to the execution, validity, legality, completeness, collectibility, collectibility or enforceability of any of the Senior Lender Debt Security Documents, the ownership of any Collateral or the Senior Lender Documentsperfection or priority of any Liens thereon. The Agents and the Senior Lenders will be entitled to manage and supervise their respective loans and extensions of credit to under the Borrowers Senior Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Agents and the Senior Lenders may manage their loans and extensions of credit without regard to any rights or interests that the Trustee or any of the Noteholders have in the Common Collateral or otherwise, except as otherwise expressly provided in this AgreementAgreement and the Security Documents. Neither the Agents nor any Senior Lender nor any of their Representatives shall have any duty to the Trustee or any of the Noteholders to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with the Company or any Obligor Subsidiary thereof (including, without limitation, including the Noteholder Documents), regardless of any knowledge thereof which they may have or be charged with.

Appears in 1 contract

Samples: Collateral Sharing Agreement (Vitas Healthcare of Texas, L.P.)

No Warranties or Liability. The Trustee, on behalf of itself and the Noteholders, acknowledges and agrees that neither each of the Agents nor any Senior Lender has Agent and the Senior Lenders have made any no express or implied representation or warranty, including, without limitation, including with respect to the execution, validity, legality, completeness, collectibility, collectibility or enforceability of any of the Senior Lender Debt Documents, the ownership of any Collateral or the Senior Lender Documentsperfection or priority of any Liens thereon. The Agents and the Senior Lenders will be entitled to manage and supervise their respective loans and extensions of credit to under the Borrowers Senior Lender Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Agents and the Senior Lenders may manage their loans and extensions of credit without regard to any rights or interests that the Trustee or any of the Noteholders have in the Common Collateral or otherwise, except as otherwise expressly provided in this Agreement. Neither the Agents Senior Agent nor any Senior Lender shall have any duty to the Trustee or any of the Noteholders to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with the Borrower or any Obligor Subsidiary thereof (including, without limitation, including the Noteholder Documents), regardless of any knowledge thereof which they may have or be charged with.

Appears in 1 contract

Samples: Intercreditor and Subordination Agreement (Reptron Electronics Inc)

No Warranties or Liability. The Trustee, on behalf of itself and the Noteholders, acknowledges and agrees that neither none of the Senior Agents nor any or Senior Lender has Lenders have made any express or implied representation or warranty, including, without limitation, with respect to the execution, validity, legality, completeness, collectibility, collectibility or enforceability of any of the Senior Lender Debt or the Senior Lender Documents. The Senior Agents and the Senior Lenders will be entitled to manage and supervise their respective loans and extensions of credit to the Borrowers Borrower in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Senior Agents and the Senior Lenders may manage their loans and extensions of credit without regard to any rights or interests that the Trustee or any of the Noteholders have in the Common Collateral or otherwise, except as otherwise expressly provided in this Agreement. Neither the Agents any Senior Agent nor any Senior Lender shall have any duty to the Trustee or any of the Noteholders to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with any Obligor the Borrower (including, without limitation, the Noteholder Documents), regardless of any knowledge thereof which they may have or be charged with.

Appears in 1 contract

Samples: Intercreditor Agreement (Foamex International Inc)

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