Reliance Etc. Neither the Agent, the Issuing Bank, nor any of their respective Related Parties (for the purposes of this Section 7.2, collectively, the "Indemnified Parties") shall be liable for any action taken or omitted to be taken by any Indemnified Party under or in connection with this Agreement or the other Credit Documents, INCLUDING ANY INDEMNIFIED PARTY'S OWN NEGLIGENCE, except for any Indemnified Party's gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent and the Issuing Bank: (a) may treat the payee of any Note as the holder thereof until the Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Agent; (b) may consult with legal counsel (including counsel for the Borrower), independent public accountants, and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, or experts; (c) makes no warranty or representation to any Bank and shall not be responsible to any Bank for any statements, warranties, or representations made in or in connection with this Agreement or the other Credit Documents; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants, or conditions of this Agreement or any other Credit Document on the part of the Credit Parties or to inspect the property (including the books and records) of the Credit Parties; (e) shall not be responsible to any Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency, or value of this Agreement or any other Credit Document; and (f) shall incur no liability under or in respect of this Agreement or any other Credit Document by acting upon any notice, consent, certificate, or other instrument or writing (which may be by telecopier or telex) reasonably believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 4 contracts
Sources: Credit Agreement (Coach Usa Inc), Credit Agreement (Core Laboratories N V), Accession and Amendment Agreement (Coach Usa Inc)
Reliance Etc. Neither the Agent, the Issuing Bank, Joint Lead Arrangers nor any Agent nor any of their respective Related Parties (for the purposes of this Section 7.2directors, collectivelyofficers, the "Indemnified Parties") agents or employees shall be liable for any action taken or omitted to be taken by any Indemnified Party it or them under or in connection with this Agreement or the other Credit Loan Documents, INCLUDING ANY INDEMNIFIED PARTY'S OWN NEGLIGENCE, except for any Indemnified Party's its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent Joint Lead Arrangers and the Issuing Bankeach Agent: (a) may treat the payee of any Note as the holder thereof until until, in the case of the Paying Agent, the Paying Agent receives written and accepts an Assignment and Assumption entered into by the Lender that is the payee of such Note, as assignor, and an Eligible Assignee, as assignee, or, in the case of any other Agent or the Joint Lead Arrangers, such Agent or the Joint Lead Arrangers has received notice of from the assignment or transfer thereof signed by Paying Agent that it has received and accepted such payee Assignment and Assumption, in form satisfactory to the Agenteach case as provided in Section 8.07; (b) may consult with legal counsel (including counsel for the Borrowerany Loan Party), independent public accountants, accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; (c) makes no warranty or representation to any Bank Lender Party and shall not be responsible to any Bank Lender Party for any statements, warranties, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Credit Loan Documents; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants, covenants or conditions of this Agreement or any other Credit Loan Document on the part of the Credit Parties any Loan Party or to inspect the property (including the books and records) of the Credit Partiesany Loan Party; (e) shall not be responsible to any Bank Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiencysufficiency or value of, or value the perfection or priority of this Agreement any lien or security interest created or purported to be created under or in connection with, any Loan Document or any other Credit Documentinstrument or document furnished pursuant thereto; and (f) shall incur no liability under or in respect of this Agreement or any other Credit Loan Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telegram or telexfacsimile) reasonably believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 4 contracts
Sources: Credit Agreement (Steel Dynamics Inc), Credit Agreement (Steel Dynamics Inc), Credit Agreement (Steel Dynamics Inc)
Reliance Etc. Neither the Agent, the Issuing Bank, nor any of their respective Related Parties (for the purposes of this Section 7.2, collectively, the "Indemnified Parties") The Agent shall be liable for any action taken or omitted entitled to be taken by any Indemnified Party under or in connection with this Agreement or the other Credit Documents, INCLUDING ANY INDEMNIFIED PARTY'S OWN NEGLIGENCE, except for any Indemnified Party's gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent and the Issuing Bank: (a) may treat the payee of any Note as the holder thereof until the Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Agent; (b) may consult with legal counsel (including counsel for the Borrower), independent public accountantsrely, and other experts selected by it and shall not be liable for any action taken or omitted to be taken fully protected in good faith by it in accordance with the advice of such counselrelying, accountants, or experts; (c) makes no warranty or representation to any Bank and shall not be responsible to any Bank for any statements, warranties, or representations made in or in connection with this Agreement or the other Credit Documents; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants, or conditions of this Agreement or any other Credit Document on the part of the Credit Parties or to inspect the property (including the books and records) of the Credit Parties; (e) shall not be responsible to any Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency, or value of this Agreement or any other Credit Document; and (f) shall incur no liability under or in respect of this Agreement or any other Credit Document by acting upon any writing, resolution, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex, electronic mail or telephone message, statement or other instrument or writing (which may be by telecopier or telex) reasonably document believed by it to be genuine and signed correct and to have been signed, sent or sent made by the proper party Person or partiesPersons, and upon advice and statements of legal counsel (including counsel to any Loan Party), independent accountants and other experts selected by the Agent. The Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document (a) unless it shall first receive such advice or concurrence of Required Lenders (or all Lenders, or such other Lenders, if expressly required hereunder) as it deems appropriate and, if it so requests, confirmation from Lenders of their obligation to indemnify the Agent against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action, (b) if such action would, in the opinion of Agent, be contrary to Applicable Law or the terms of this Agreement or any other Loan Document, (c) if such action would, in the opinion of Agent, expose Agent to liability, or (d) if Agent shall not first be indemnified to its satisfaction against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of Required Lenders (or all Lenders, or such other Lenders, if expressly required hereunder) and such request and any action taken or failure to act pursuant thereto shall be binding upon each Lender. Without limiting the foregoing, no Lender shall have any right of action whatsoever against Agent as a result of Agent’s acting or refraining from acting hereunder or under any other Loan Document in accordance with the instructions of Required Lenders (or all Lenders, or such other Lenders, if expressly required hereunder).
Appears in 4 contracts
Sources: Credit Agreement (eHealth, Inc.), Forbearance Agreement and Ninth Amendment to Credit Agreement (Unifund Financial Technologies, Inc.), Credit Agreement (Unifund Financial Technologies, Inc.)
Reliance Etc. Neither (a) Whenever in the Agent, the Issuing Bank, nor any administration of their respective Related Parties (for the purposes of this Section 7.2, collectively, the "Indemnified Parties") shall be liable for any action taken or omitted to be taken by any Indemnified Party duties under or in connection with this Agreement or the Security Documents the Collateral Agent shall deem it necessary or desirable that a matter be proved or established with respect to any Credit Party or any other Person in connection with the taking, suffering or omitting of any action hereunder or thereunder by the Collateral Agent, such matter (unless other evidence with respect thereof be herein specifically prescribed) may be provided or established by a certificate of such Credit Party or any other Person delivered to the Collateral Agent, and in the absence of its gross negligence or willful misconduct the Collateral Agent may conclusively rely thereon.
(b) The Collateral Agent shall be entitled to rely upon any notice, consent, certificate, affidavit, letter, telegram, statement, paper, document, telephone conversation or other communication believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons (whether or not made in the manner specified herein or in the applicable Security Documents, INCLUDING ANY INDEMNIFIED PARTY'S OWN NEGLIGENCE, except for any Indemnified Party's ). In the absence of its gross negligence or willful misconduct. Without limitation , the Collateral Agent may conclusively rely upon the truth of the generality statements and the correctness of the foregoing, opinions expressed in any certificates or opinions furnished to the Collateral Agent and the Issuing Bank: (a) may treat the payee of any Note as the holder thereof until the Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory conforming to the Agent; requirements of this Agreement or any Security Document.
(bc) The Collateral Agent may consult with legal counsel (including counsel for the Borrowerin-house counsel), independent public accountants, accountants and any other experts selected by it concerning all matters pertaining to its duties hereunder and under the Security Documents and the Collateral Agent shall not be liable for any action taken or omitted to be taken in good faith by it faith, in accordance with the reliance on advice of such counsel, accountants, accountants or experts; (c) makes no warranty or representation to any Bank and shall not be responsible to any Bank for any statements, warranties, or representations made in or in connection with this Agreement or the other Credit Documents; .
(d) The Collateral Agent shall not have any be under no obligation or duty to ascertain take any action hereunder or under any Security Document if taking such action (i) would subject the Collateral Agent to inquire as a tax in any jurisdiction where it is not then subject to the performance or observance of any of the termsa tax, covenantsunless it is first fully indemnified to its satisfaction against such tax, or conditions (ii) would require the Collateral Agent to qualify to do business in any jurisdiction where it is not then so qualified, or (iii) shall conflict with any provision of Law or of this Agreement or any other Credit Document on the part of the Credit Parties or to inspect the property (including the books and records) of the Credit Parties; (e) shall not be responsible to any Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency, or value of this Agreement or any other Credit Security Document; and (f) shall incur no liability under or in respect of this Agreement or any other Credit Document by acting upon any notice, consent, certificate, or other instrument or writing (which may be by telecopier or telex) reasonably believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 3 contracts
Sources: Intercreditor Agreement, Intercreditor and Collateral Agency Agreement (Stonemor Partners Lp), Intercreditor and Collateral Agency Agreement (Stonemor Partners Lp)
Reliance Etc. Neither the Agent, Agent nor the Issuing Bank, Collateral Agent nor any of their respective Related Parties (for the purposes of this Section 7.2Affiliates, collectivelydirectors, the "Indemnified Parties") officers, agents or employees shall be liable to any Lender, the Loan Administrator or the Board for any action taken or omitted to be taken by any Indemnified Party it or by such directors, officers, agents or employees under or in connection with this Agreement Agreement, the Notes or the any other Credit Documents, INCLUDING ANY INDEMNIFIED PARTY'S OWN NEGLIGENCELoan Document, except for any Indemnified Party's its or their own gross negligence or willful misconductmisconduct as actually and finally determined by a final, non-appealable judgment of a court of competent jurisdiction and only to the extent of direct (as opposed to special, indirect, consequential or punitive) damages. Without limitation of the generality of the foregoing, each of the Agent and the Issuing BankCollateral Agent: (a) may treat the payee of any Note as the holder thereof until the Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Agent; (bi) may consult with legal counsel (including counsel for the Borrower)counsel, independent public accountants, accountants and other experts selected by it and shall not be liable to any Lender, the Loan Administrator or the Board for any action taken or omitted to be taken in good faith by it in accordance with the advice of such experts; (ii) makes no warranty or representation to any Lender, the Loan Administrator or, except, with respect to the Agent as expressly provided in the Board Guaranty, the Board, and shall not be responsible to any Lender, the Loan Administrator or, except, with respect to the Agent as expressly provided in the Board Guaranty, the Board, for any statements, warranties or representations (whether oral or written) made in or in connection with this Agreement, the Notes or any other Loan Document; (iii) shall not have any duty, and shall incur no liability for its failure, to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement, the Notes or any other Loan Document on the part of any Obligor or to inspect the property (including the books and records) of any Obligor; (iv) shall not be responsible to any Lender, the Loan Administrator or the Board for any recitals, statements, representations or warranties in this Agreement, the Notes or any other Loan Document, or any other instrument or document furnished pursuant thereto, or for the validity, perfection, priority or enforceability of the liens or security interests in any of the Collateral created or intended to be created by any Loan Document, or for the validity or sufficiency of the Collateral or any Loan Document, or for insuring the Collateral or for any payment of taxes, charges, assessments, or liens upon the Collateral or otherwise as to the maintenance of the Collateral, for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the Notes or any other Loan Document, or any other instrument or document furnished pursuant thereto; (v) shall incur no liability under or in respect to this Agreement, the Notes or any other Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram, facsimile transmission, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties; and (vi) may deem and treat each Lender which makes a loan hereunder as the holder of the indebtedness resulting therefrom for all purposes hereof until the Agent receives and accepts an Assignment and Acceptance entered into by such Lender, as assignor, and an eligible assignee as provided in Section 9.2. The Collateral Agent shall be under no obligation or duty to take any action under this Agreement or any other Loan Document or otherwise if taking such action (i) would subject the Collateral Agent to a tax in any jurisdiction where it is not then subject to a tax or (ii) would require the Collateral Agent to qualify to do business in any jurisdiction where it is not then so qualified, unless in each such case the Collateral Agent shall receive security, or indemnity satisfactory to it against such tax and any liability resulting from such qualification, in each case as results from the taking of such action under this Agreement or any other Loan Document. The Collateral Agent may execute any of the trusts or powers hereof and perform any duty hereunder, or under any other Loan Document, either directly or by or through agents or attorneys-in-fact. The Collateral Agent shall be entitled to the advice of counsel concerning all matters pertaining to such trusts, powers and duties and shall not be liable to any Lender, the Loan Administrator or the Board for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, or experts; (c) makes no warranty or representation to any Bank and . The Collateral Agent shall not be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it without gross negligence or willful misconduct. The Collateral Agent shall not be liable for interest on any money or assets received by it except as the Collateral Agent may agree in writing. Assets held by the Collateral Agent pursuant to this Agreement or any Bank for Collateral Document need not be segregated from other assets except to the extent expressly required hereunder or thereunder or required by law. Notwithstanding anything to the contrary in this Agreement or any statementsother Loan Document, warranties(i) if any provision of this Agreement or any other Loan Document provides that the Collateral Agent shall act at the direction of the Agent, the Collateral Agent shall be fully protected in, and shall have no liability for, taking any action pursuant to such direction, and (ii) if the Collateral Agent shall request instructions from the Controlling Creditor with respect any act or representations made in or action (including the failure to act) in connection with this Agreement or any other Loan Document, the other Credit Documents; (d) Collateral Agent shall be entitled to refrain from such act or taking such action unless and until the Collateral Agent shall have received written instructions from the Controlling Creditor and the Collateral Agent shall not have incur any duty liability to ascertain or to inquire as to any Person by reason of so refraining and shall be fully protected in following any such written instructions. Whenever in the performance or observance of any of the terms, covenants, or conditions administration of this Agreement or any other Credit Document on Collateral Document, the part Collateral Agent shall deem it necessary or desirable that a factual matter be proved or established in connection with the Collateral Agent taking, suffering or omitting any action hereunder or thereunder, such matter (unless other evidence in respect thereof is specifically prescribed) may be deemed to be conclusively proved and established by a certificate of a Responsible Officer of the Credit Parties Controlling Creditor delivered to the Collateral Agent, and such certificate shall be full warrant to the Collateral Agent for any action taken, suffered or to inspect omitted in reliance thereon and the property (including the books Collateral Agent shall be fully protected in connection therewith and records) of the Credit Parties; (e) shall not be responsible to any Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency, or value of this Agreement or any other Credit Document; and (f) shall incur have no liability under or in respect of this Agreement or any other Credit Document by acting upon any notice, consent, certificate, or other instrument or writing (which may be by telecopier or telex) reasonably believed by it to be genuine and signed or sent by the proper party or partiestherefor.
Appears in 2 contracts
Sources: Loan Agreement (Us Airways Group Inc), Loan Agreement (Us Airways Group Inc)
Reliance Etc. Neither (a) None of the Agent, the Issuing Bank, Administrative Agent nor any of their its respective Related Parties (for the purposes of this Section 7.2directors, collectivelyofficers, the "Indemnified Parties") agents or employees shall be liable for any action taken or omitted to be taken by any Indemnified Party it or them under or in connection with this Agreement or the other Credit Loan Documents, INCLUDING ANY INDEMNIFIED PARTY'S OWN NEGLIGENCE, except for any Indemnified Party's its own gross negligence or willful misconductmisconduct (as determined by a court of competent jurisdiction in a final non-appealable judgment). Without limitation of the generality of the foregoing, the Agent and the Issuing BankAdministrative Agent: (ai) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice and accepts an Assignment and Acceptance entered into by the Lender which is the payee of the assignment or transfer thereof signed by such payee Note, as assignor, and an Eligible Assignee, as assignee, as provided in form satisfactory to the AgentSection 9.07; (b30) may consult with legal counsel (including counsel for the any Borrower), independent public accountants, accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; (c31) makes no warranty or representation to any Bank Lender and shall not be responsible to any Bank Lender for any statements, warranties, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Credit DocumentsAgreement; (d32) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants, covenants or conditions of this Agreement or any other Credit Document on the part of the Credit Parties any Borrower or to inspect the property (including the books and records) of the Credit Partiesany Borrower; (e33) shall not be responsible to any Bank Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or any other Credit Documentinstrument or document furnished pursuant hereto; and (f34) shall incur no liability under or in respect of this Agreement or any other Credit Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telecopier, telegram, cable or telex) reasonably believed by it to be genuine and signed or sent by the proper party or parties.
(b) The Arrangers each referred to on the cover page hereto, shall have no duties or obligations whatsoever to the Lenders under or with respect to this Agreement, the Notes or any other document or any matter related thereto.
Appears in 2 contracts
Sources: Credit Agreement (Livent Corp.), Credit Agreement (Arcadium Lithium PLC)
Reliance Etc. Neither (a) None of the Agent, the Issuing Bank, Agents nor any of their respective Related Parties (for the purposes of this Section 7.2directors, collectivelyofficers, the "Indemnified Parties") agents or employees shall be liable for any action taken or omitted to be taken by any Indemnified Party it or them under or in connection with this Agreement or the other Credit Loan Documents, INCLUDING ANY INDEMNIFIED PARTY'S OWN NEGLIGENCE, except for any Indemnified Party's its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent and the Issuing BankAdministrative Agent: (ai) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice and accepts an Assignment and Acceptance entered into by the Lender which is the payee of the assignment or transfer thereof signed by such payee Note, as assignor, and an Eligible Assignee, as assignee, as provided in form satisfactory to the AgentSection 9.07; (bii) may consult with legal counsel (including counsel for the any Borrower), independent public accountants, accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; (ciii) makes no warranty or representation to any Lender or Issuing Bank and shall not be responsible to any Lender or Issuing Bank for any statements, warranties, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Credit DocumentsAgreement; (div) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants, covenants or conditions of this Agreement or any other Credit Document on the part of the Credit Parties any Borrower or to inspect the property (including the books and records) of the Credit Partiesany Borrower; (ev) shall not be responsible to any Bank Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or any other Credit Documentinstrument or document furnished pursuant hereto; and (fvi) shall be entitled to rely upon, and shall incur no liability under or in respect of this Agreement or any other Credit Document by acting upon upon, any notice, request, consent, certificate, statement or other instrument instrument, document or writing (which may be by telecopier telecopier/fax, telegram, cable or telex, any other electronic message, Internet or intranet website posting or other distribution) reasonably believed by it to be genuine and signed or sent by the proper party or parties.
(b) The Joint Bookrunners, as such, the Joint Lead Arrangers, as such, the Syndication Agents, as such, and the Documentation Agents, as such, and the Managing Agents, as such, each referred to on the cover page hereto, shall have no duties or obligations whatsoever to the Lenders under or with respect to this Agreement, any of the other Loan Documents or any other document or any matter related thereto, except in its capacity, as applicable, as the Administrative Agent, a Lender or an Issuing Bank hereunder.
(c) The Administrative Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until notice describing such Default or Event of Default is given to the Administrative Agent by the Company, any other Borrower, a Lender or an Issuing Bank.
(d) The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.
(e) The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective officers, directors, employees, agents, advisors and Affiliates. The exculpatory provisions of this Article shall apply to any such sub-agent and to the officers, directors, employees, agents, advisors and Affiliates of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent.
Appears in 2 contracts
Sources: Credit Agreement (Marriott International Inc /Md/), Credit Agreement (Marriott International Inc /Md/)
Reliance Etc. Neither None of the Agent, the Issuing Bankits Affiliates and their directors, nor any of their respective Related Parties (for the purposes of this Section 7.2officers, collectively, the "Indemnified Parties") agents or employees shall be liable for any action taken or omitted to be taken by any Indemnified Party it or them under or in connection with this Agreement or the other Credit Documents, (INCLUDING ANY INDEMNIFIED PARTY'S OWN ACT OR OMISSION CONSTITUTING ORDINARY NEGLIGENCE, WHETHER SOLE OR CONTRIBUTORY, ON BEHALF OF SUCH PERSON), except for any Indemnified Party's its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent and the Issuing BankAgent: (a) may treat the payee of any Note as the holder thereof until the Agent receives written notice and accepts an Assignment and Acceptance entered into by the Bank which is the payee of the assignment or transfer thereof signed by such payee Note, as assignor, and an Eligible Assignee, as assignee, as provided in form satisfactory to the AgentSECTION 9.02; (b) may consult with legal counsel (including counsel for the Borrower), independent public accountants, accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; (c) makes no warranty or representation to any Bank and shall not be responsible to any Bank for any statements, warranties, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Credit Loan Documents; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants, covenants or conditions of this Agreement or any the other Credit Document Loan Documents on the part of the Credit Parties Borrower or any other Person or to inspect the property (including the books and records) of the Credit PartiesBorrower or any other Person; (e) shall not be responsible to any Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement any Loan Document, any collateral provided for therein, or any other Credit Documentinstrument or document furnished pursuant thereto; and (f) shall incur no liability under or in respect of this Agreement or any other Credit Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telecopier, telegram, cable or telex) reasonably believed by it to be genuine and signed or sent by the proper party or parties. None of the Agent, its Affiliates and their directors, officers, employees or agents shall have any responsibility to the Borrower on account of the failure or delay in performance or breach by any Bank of any of its obligations hereunder or to any Bank on account of the failure of or delay in performance or breach by any other Bank or the Borrower of any of its obligations hereunder or in connection herewith.
Appears in 2 contracts
Sources: Acquisition Credit Agreement (Costilla Energy Inc), Credit Agreement (Costilla Energy Inc)
Reliance Etc. Neither the Agent, Agent nor the Issuing Bank, Collateral Agent nor any of their respective Related Parties (for the purposes of this Section 7.2Affiliates, collectivelydirectors, the "Indemnified Parties") officers, agents or employees shall be liable to any Lender, the Loan Administrator or the Board for any action taken or omitted to be taken by any Indemnified Party it or by such directors, officers, agents or employees under or in connection with this Agreement Agreement, the Notes or the any other Credit Documents, INCLUDING ANY INDEMNIFIED PARTY'S OWN NEGLIGENCELoan Document, except for any Indemnified Party's its or their own gross negligence or willful misconductmisconduct as actually and finally determined by a final, non-appealable judgment of a court of competent jurisdiction and only to the extent of direct (as opposed to special, indirect, consequential or punitive) damages. Without limitation of the generality of the foregoing, each of the Agent and the Issuing BankCollateral Agent: (a) may treat the payee of any Note as the holder thereof until the Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Agent; (bi) may consult with legal counsel (including counsel for the Borrower)counsel, independent public accountants, accountants and other experts selected by it and shall not be liable to any Lender, the Loan Administrator or the Board for any action taken or omitted to be taken in good faith by it in accordance with the advice of such experts; (ii) makes no warranty or representation to any Lender, the Loan Administrator or, except, with respect to the Agent as expressly provided in the Board Guaranty, the Board, and shall not be responsible to any Lender, the Loan Administrator or, except, with respect to the Agent as expressly provided in the Board Guaranty, the Board, for any statements, warranties or representations (whether oral or written) made in or in connection with this Agreement, the Notes or any other Loan Document; (iii) shall not have any duty, and shall incur no liability for its failure, to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement, the Notes or any other Loan Document on the part of any Obligor or to inspect the property (including the books and records) of any Obligor; (iv) shall not be responsible to any Lender, the Loan Administrator or the Board for any recitals, statements, representations or warranties in this Agreement, the Notes or any other Loan Document, or any other instrument or document furnished pursuant thereto, or for the validity, perfection, priority or enforceability of the liens or security interests in any of the Collateral created or intended to be created by any Loan Document, or for the validity or sufficiency of the Collateral or any Loan Document, or for insuring the Collateral or for any payment of taxes, charges, assessments, or liens upon the Collateral or otherwise as to the maintenance of the Collateral, for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the Notes or any other Loan Document, or any other instrument or document furnished pursuant thereto; (v) shall incur no liability under or in respect to this Agreement, the Notes or any other Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram, facsimile transmission, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties; and (vi) may deem and treat each Lender which makes a loan hereunder as the holder of the indebtedness resulting therefrom for all purposes hereof until the Agent receives and accepts an Assignment and Acceptance entered into by such Lender, as assignor, and an eligible assignee as provided in Section 9.2. The Collateral Agent shall be under no obligation or duty to take any action under this Agreement or any other Loan Document or otherwise if taking such action (i) would subject the Collateral Agent to a tax in any jurisdiction where it is not then subject to a tax or (ii) would require the Collateral Agent to qualify to do business in any jurisdiction where it is not then so qualified, unless in each such case the Collateral Agent shall receive security, or indemnity satisfactory to it against such tax and any liability resulting from such qualification, in each case as results from the taking of such action under this Agreement or any other Loan Document. The Collateral Agent may execute any of the trusts or powers hereof and perform any duty hereunder, or under any other Loan Document, either directly or by or through agents or attorneys-in-fact. The Collateral Agent shall be entitled to the advice of counsel concerning all matters pertaining to such trusts, powers and duties and shall not be liable to any Lender, the Loan Administrator or the Board for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, or experts; (c) makes no warranty or representation to any Bank and . The Collateral Agent shall not be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it without gross negligence or willful misconduct. The Collateral Agent shall not be liable for interest on any money or assets received by it except as the Collateral Agent may agree in writing. Assets held by the Collateral Agent pursuant to this Agreement or any Bank for Collateral Document need not be segregated from other assets except to the extent expressly required hereunder or thereunder or required by law. Notwithstanding anything to the contrary in this Agreement or any statementsother Loan Document, warranties(i) if any provision of this Agreement or any other Loan Document provides that the Collateral Agent shall act at the direction of the Agent, the Collateral Agent shall be fully protected in, and shall have no liability for, taking any action pursuant to such direction, and (ii) if the Collateral Agent shall request instructions from the Controlling Creditor with respect any act or representations made in or action (including the failure to act) in connection with this Agreement or any other Loan Document, the other Credit Documents; (d) Collateral Agent shall be entitled to refrain from such act or taking such action unless and until the Collateral Agent shall have received written instructions from the Controlling Creditor and the Collateral Agent shall not have incur any duty liability to ascertain or to inquire as to any Person by reason of so refraining and shall be fully protected in following any such written instructions. Whenever in the performance or observance of any of the terms, covenants, or conditions administration of this Agreement or any other Credit Document on Collateral Document, the part Collateral Agent shall deem it necessary or desirable that a factual matter be proved or established in connection with the Collateral Agent taking, suffering or omitting any action hereunder or thereunder, such matter (unless other evidence in respect thereof is specifically prescribed) may be deemed to be conclusively proved and established by a certificate of a Responsible Officer of the Credit Parties Borrower (with a copy to the Agent), the Agent or the Controlling Creditor delivered to inspect the property (including Collateral Agent, and such certificate shall be full warrant to the books Collateral Agent for any action taken, suffered or omitted in reliance thereon and records) of the Credit Parties; (e) Collateral Agent shall not be responsible to any Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency, or value of this Agreement or any other Credit Document; fully protected in connection therewith and (f) shall incur have no liability under or in respect of this Agreement or any other Credit Document by acting upon any notice, consent, certificate, or other instrument or writing (which may be by telecopier or telex) reasonably believed by it to be genuine and signed or sent by the proper party or partiestherefor.
Appears in 2 contracts
Sources: Loan Agreement (Us Airways Group Inc), Loan Agreement (Us Airways Group Inc)
Reliance Etc. Neither the Agent, the Issuing Bank, Joint Lead Arrangers nor any Agent nor any of their respective Related Parties (for the purposes of this Section 7.2directors, collectivelyofficers, the "Indemnified Parties") agents or employees shall be liable for any action taken or omitted to be taken by any Indemnified Party it or them under or in connection with this Agreement or the other Credit Loan Documents, INCLUDING ANY INDEMNIFIED PARTY'S OWN NEGLIGENCE, except for any Indemnified Party's its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent Joint Lead Arrangers and the Issuing Bankeach Agent: (a) may treat the payee of any Note as the holder thereof until until, in the case of the Paying Agent, the Paying Agent receives written and accepts an Assignment and Assumption entered into by the Lender that is the payee of such Note, as assignor, and an Eligible Assignee, as assignee, or, in the case of any other Agent or the Joint Lead Arrangers, such Agent or the Joint Lead Arrangers has received notice of from the assignment or transfer thereof signed by Paying Agent that it has received and accepted such payee Assignment and Assumption, in form satisfactory to the Agenteach case as provided in Section 8.07; (b) may consult with legal counsel (including counsel for the Borrowerany Loan Party), independent public accountants, accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; (c) makes no warranty or representation to any Bank Lender Party and shall not be responsible to any Bank Lender Party for any statements, warranties, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Credit Loan Documents; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants, covenants or conditions of this Agreement or any other Credit Loan Document on the part of the Credit Parties any Loan Party or to inspect the property (including the books and records) of the Credit Partiesany Loan Party; (e) shall not be responsible to any Bank Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiencysufficiency or value of, or value the perfection or priority of this Agreement any lien or security interest created or purported to be created under or in connection with, any Loan Document or any other Credit Documentinstrument or document furnished pursuant thereto; and (f) shall incur no liability under or in respect of this Agreement or any other Credit Loan Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telegram, telecopy or telex) reasonably believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 2 contracts
Sources: Credit Agreement (Steel Dynamics Inc), Credit Agreement (Steel Dynamics Inc)
Reliance Etc. Neither the Agent, the Issuing Bank, Administrative Agent nor any of their respective Related Parties (for the purposes of this Section 7.2its directors, collectivelyofficers, the "Indemnified Parties") agents or employees shall be liable for any action taken or omitted to be taken by any Indemnified Party it or them under or in connection with this Agreement or the other Credit Financing Documents, INCLUDING ANY INDEMNIFIED PARTY'S OWN NEGLIGENCE, except for any Indemnified Party's its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent and the Issuing Bank: (a) the Administrative Agent may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice and accepts an Assignment and Acceptance entered into by the Lender Party that is the payee of the assignment or transfer thereof signed by such payee Note, as assignor, and an Eligible Assignee, as assignee, as provided in form satisfactory to the AgentSection 8.07; (b) the Administrative Agent may consult with legal counsel (including counsel for the Borrower), independent public accountants, accountants and other experts selected in good faith by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; (c) the Administrative Agent makes no warranty or representation to any Bank Lender Party and shall not be responsible to any Bank Lender Party for any statements, warranties, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Credit Financing Documents; (d) the Administrative Agent shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants, covenants or conditions of this Agreement or any other Credit Financing Document on the part of the Credit Parties Borrower or to inspect the property (including the books and records) of the Credit PartiesBorrower (except to confirm receipt of items expressly required to be delivered to the Administrative Agent in Article III); (e) the Administrative Agent shall not be responsible to any Bank Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiencysufficiency or value of, or value the perfection or priority of this Agreement any lien or security interest created or purported to be created under or in connection with, any Financing Document or any other Credit Documentinstrument or document furnished pursuant thereto; and (f) the Administrative Agent shall incur no liability under or in respect of this Agreement or any other Credit Financing Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telegram, telecopy or telex) reasonably believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 2 contracts
Sources: Credit Agreement (Allegheny Energy, Inc), Credit Agreement (Allegheny Energy, Inc)
Reliance Etc. Neither (a) None of the Agent, the Issuing Bank, nor Agents or any of their respective Related Parties (for the purposes of this Section 7.2directors, collectivelyofficers, the "Indemnified Parties") agents or employees shall be liable for any action taken or omitted to be taken by any Indemnified Party it or them under or in connection with this Agreement or the other Credit Loan Documents, INCLUDING ANY INDEMNIFIED PARTY'S OWN NEGLIGENCE, except for any Indemnified Party's its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent and the Issuing BankAdministrative Agent: (ai) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice and accepts an Assignment and Acceptance entered into by the Lender which is the payee of the assignment or transfer thereof signed by such payee Note, as assignor, and an Eligible Assignee, as assignee, as provided in form satisfactory to the AgentSection 9.07; (bii) may consult with legal counsel (including counsel for the any Borrower), independent public accountants, accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; (ciii) makes no warranty or representation to any Bank Lender and shall not be responsible to any Bank Lender for any statements, warranties, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Credit DocumentsAgreement; (div) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants, covenants or conditions of this Agreement or any other Credit Document on the part of the Credit Parties any Borrower or to inspect the property (including the books and records) of the Credit Partiesany Borrower; (ev) shall not be responsible to any Bank Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or any other Credit Documentinstrument or document furnished pursuant hereto; and (fvi) shall incur no liability under or in respect of this Agreement or any other Credit Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telecopier, telegram, cable or telex) reasonably believed by it to be genuine and signed or sent by the proper party or parties.
(b) The Joint Lead Arrangers and Joint Book Managers, as such, the Syndication Agent, as such, and the Documentation Agents, as such, each referred to on the cover page hereto, shall have no duties or obligations whatsoever under or with respect to this Agreement, the Notes or any other document or any matter related thereto.
Appears in 2 contracts
Sources: Credit Agreement (Marriott International Inc /Md/), Credit Agreement (Marriott International Inc /Md/)
Reliance Etc. Neither (a) None of the Agent, the Issuing Bank, Agents nor any of their respective Related Parties (for the purposes of this Section 7.2directors, collectivelyofficers, the "Indemnified Parties") agents or employees shall be liable for any action taken or omitted to be taken by any Indemnified Party it or them under or in connection with this Agreement or the other Credit Loan Documents, INCLUDING ANY INDEMNIFIED PARTY'S OWN NEGLIGENCE, except for any Indemnified Party's its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent and the Issuing BankAdministrative Agent: (ai) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice and accepts an Assignment and Acceptance entered into by the Lender which is the payee of the assignment or transfer thereof signed by such payee Note, as assignor, and an Eligible Assignee, as assignee, as provided in form satisfactory to the AgentSection 9.07; (bii) may consult with legal counsel (including counsel for the any Borrower), independent public accountants, accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; (ciii) makes no warranty or representation to any Bank Lender and shall not be responsible to any Bank Lender for any statements, warranties, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Credit DocumentsAgreement; (div) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants, covenants or conditions of this Agreement or any other Credit Document on the part of the Credit Parties any Borrower or to inspect the property (including the books and records) of the Credit Partiesany Borrower; (ev) shall not be responsible to any Bank Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or any other Credit Documentinstrument or document furnished pursuant hereto; and (fvi) shall incur no liability under or in respect of this Agreement or any other Credit Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telecopier, telegram, cable or telex) reasonably believed by it to be genuine and signed or sent by the proper party or parties.
(b) The Arrangers, as such, the Documentation Agent, as such, and the Syndication Agent, as such, each referred to on the cover page hereto, shall have no duties or obligations whatsoever to the Lenders under or with respect to this Agreement, the Notes or any other document or any matter related thereto.
Appears in 2 contracts
Sources: Credit Agreement (FMC Corp), Credit Agreement (FMC Corp)
Reliance Etc. Neither (a) None of the Administrative Agent, any Managing Agent, the Issuing BankDocumentation Agent, nor the Letter of Credit Agent or any of their respective Related Parties (for the purposes of this Section 7.2directors, collectivelyofficers, the "Indemnified Parties") agents or employees shall be liable for any action taken or omitted to be taken by any Indemnified Party it or them under or in connection with this Agreement or the other Credit Loan Documents, INCLUDING ANY INDEMNIFIED PARTY'S OWN NEGLIGENCE, except for any Indemnified Party's its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent and the Issuing BankAdministrative Agent: (ai) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice and accepts an Assignment and Acceptance entered into by the Lender which is the payee of the assignment or transfer thereof signed by such payee Note, as assignor, and an Eligible Assignee, as assignee, as provided in form satisfactory to the AgentSection 9.07; (bii) may consult with legal counsel (including counsel for the any Borrower), independent public accountants, accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; (ciii) makes no warranty or representation to any Bank Lender and shall not be responsible to any Bank Lender for any statements, warranties, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Credit DocumentsAgreement; (div) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants, covenants or conditions of this Agreement or any other Credit Document on the part of the Credit Parties any Borrower or to inspect the property (including the books and records) of the Credit Partiesany Borrower; (ev) shall not be responsible to any Bank Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or any other Credit Documentinstrument or document furnished pursuant hereto; and (fvi) shall incur no liability under or in respect of this Agreement or any other Credit Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telecopier, telegram, cable or telex) reasonably believed by it to be genuine and signed or sent by the proper party or parties.
(b) The Managing Agents, as such, and the Documentation Agent, as such, shall have no duties or obligations whatsoever with respect to this Agreement, the Notes or any other document or any matter related thereto.
Appears in 1 contract
Reliance Etc. Neither (a) None of the Administrative Agent, the Issuing Bank, nor Documentation Agent or any of their respective Related Parties (for the purposes of this Section 7.2directors, collectivelyofficers, the "Indemnified Parties") agents or employees shall be liable for any action taken or omitted to be taken by any Indemnified Party it or them under or in connection with this Agreement or the other Credit Documents, INCLUDING ANY INDEMNIFIED PARTY'S OWN NEGLIGENCEAgreement, except for any Indemnified Party's its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent and the Issuing BankAdministrative Agent: (ai) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice and accepts an Assumption Agreement entered into by an Assuming Lender as provided in Section 2.15 or 2.16, as the case may be, or an Assignment and Acceptance entered into by the Lender that is the payee of the assignment or transfer thereof signed by such payee Note, as assignor, and an assignee, as provided in form satisfactory to the AgentSection 8.07; (bii) may consult with legal counsel (including counsel for the Borrower), independent public accountants, accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; (ciii) makes no warranty or representation to any Bank Lender and shall not be responsible to any Bank Lender for any statements, warranties, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Credit DocumentsAgreement; (div) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants, covenants or conditions of this Agreement or any other Credit Document on the part of the Credit Parties Borrower or any Borrowing Subsidiary or to inspect the property (including the books and records) of the Credit PartiesBorrower or any Borrowing Subsidiary; (ev) shall not be responsible to any Bank Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or any other Credit Documentinstrument or document furnished pursuant hereto; and (fvi) shall incur no liability under or in respect of this Agreement or any other Credit Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telecopier, telegram or telex) reasonably believed by it to be genuine and signed or sent by the proper party or parties.
(b) The Documentation Agent, as such, shall have no duties or obligations whatsoever with respect to this Agreement, the Notes or any matter related thereto.
Appears in 1 contract
Reliance Etc. Neither None of the Administrative Agent, the Issuing Bank, any Affiliate thereof nor any of their respective Related Parties (for the purposes of this Section 7.2directors, collectivelyofficers, the "Indemnified Parties") shall agents or employees will be liable for any action taken or omitted to be taken by any Indemnified Party of them under or in connection with this Agreement Agreement, or the other Credit Related Documents, INCLUDING ANY INDEMNIFIED PARTY'S OWN NEGLIGENCE, except for any Indemnified Party's when caused solely by their own gross negligence or willful misconduct. Without limitation of limiting the generality of the foregoingforegoing or notwithstanding any term or provision hereof to the contrary, the Agent Seller, the Servicer and the Issuing BankPurchaser hereby acknowledge and agree that the Administrative Agent: (a) may treat acts as agent hereunder for the payee of Purchaser, and has no duties or obligations to, will incur no liabilities or obligations to, and does not act as an agent in any Note as capacity for, the holder thereof until Seller or the Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Agent; Originator, (b) may consult with legal counsel (including counsel for the Borrower)counsel, independent public accountants, accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; , (c) makes no warranty or representation to any Bank hereunder and shall not be responsible to any Bank for any statements, warranties, warranties or representations made in or in connection with this Agreement or the other Credit Related Documents; , (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants, covenants or conditions of this Agreement or any other Credit Document the Related Documents on the part of the Credit Parties Seller, the Servicer or the Purchaser or to inspect the property (including the books and records) of the Credit Parties; Seller, the Servicer or the Purchaser, (e) shall not be responsible to any Bank the Seller, the Servicer or the Purchaser for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or any other Credit Document; and instrument or document furnished pursuant hereto (including the Related Documents), (f) shall incur no liability under or in respect of this Agreement or any other Credit Document the Related Documents by acting upon any noticenotice or communication (including a communication by telephone), consent, certificate, certificate or other instrument or writing (which may be by telecopier or telex) reasonably believed by it to be genuine and signed signed, sent or sent communicated by the proper party or partiesparties and (g) shall not be bound to make any investigation into the facts or matters stated in any notice or other communication hereunder and may rely on the accuracy of such facts or matters.
Appears in 1 contract
Sources: Receivables Purchase and Servicing Agreement (Sunbeam Corp/Fl/)
Reliance Etc. Neither the Administrative Agent, the Issuing Bank, nor any of their respective Related Parties (for the purposes of this Section 7.2, collectively, the "Indemnified Parties") shall be liable for any action taken or omitted to be taken by any Indemnified Party under or in connection with this Agreement or the other Credit Documents, INCLUDING ANY INDEMNIFIED PARTY'S OWN NEGLIGENCE, except for any Indemnified Party's gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent and the Issuing Bank: (a) may treat the payee of any Term Loan Note or Revolving Loan Note as the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Administrative Agent; (b) may consult with legal counsel (including counsel for the Borrower), independent public accountants, and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, or experts; (c) makes no warranty or representation to any Bank and shall not be responsible to any Bank for any statements, warranties, or representations made in or in connection with this Agreement or the other Credit Documents; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants, or conditions of this Agreement or any other Credit Document on the part of the Credit Parties or to inspect the property (including the books and records) of the Credit Parties; (e) shall not be responsible to any Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency, or value of this Agreement or any other Credit Document; and (f) shall incur no liability under or in respect of this Agreement or any other Credit Document by acting upon any notice, consent, certificate, or other instrument or writing (which may be by telecopier or telex) reasonably believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 1 contract
Reliance Etc. Neither (a) None of the Agent, the Issuing Bank, Agents nor any of their respective Related Parties (for the purposes of this Section 7.2directors, collectivelyofficers, the "Indemnified Parties") agents or employees shall be liable for any action taken or omitted to be taken by any Indemnified Party it or them under or in connection with this Agreement or the other Credit Loan Documents, INCLUDING ANY INDEMNIFIED PARTY'S OWN NEGLIGENCE, except for any Indemnified Party's its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent and the Issuing BankAdministrative Agent: (ai) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice and accepts an Assignment and Acceptance entered into by the Lender which is the payee of the assignment or transfer thereof signed by such payee Note, as assignor, and an Eligible Assignee, as assignee, as provided in form satisfactory to the AgentSection 9.07; (bii) may consult with legal counsel (including counsel for the any Borrower), independent public accountants, accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; (ciii) makes no warranty or representation to any Bank Lender and shall not be responsible to any Bank Lender for any statements, warranties, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Credit DocumentsAgreement; (div) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants, covenants or conditions of this Agreement or any other Credit Document on the part of the Credit Parties any Borrower or to inspect the property (including the books and records) of the Credit Partiesany Borrower; (ev) shall not be responsible to any Bank Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or any other Credit Documentinstrument or document furnished pursuant hereto; and (fvi) shall incur no liability under or in respect of this Agreement or any other Credit Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier electronic mail, telecopier, telegram, cable or telex) reasonably believed by it to be genuine and signed or sent by the proper party or parties. FIFTH AMENDED AND RESTATED CREDIT AGREEMENT FMC CORPORATION 93 (b) The Arrangers, as such, the Co-Documentation Agents, as such, and the Syndication Agent, as such, each referred to on the cover page hereto, shall have no duties or obligations whatsoever to the Lenders under or with respect to this Agreement, the Notes or any other document or any matter related thereto.
Appears in 1 contract
Sources: Credit Agreement (FMC Corp)
Reliance Etc. Neither the Agent, the Issuing Bank, nor any of their respective Related Parties (for the purposes of this Section 7.2, collectively, the "Indemnified Parties") shall be liable for any action taken or omitted to be taken by any Indemnified Party under or in connection with this Agreement or the other Credit Documents, INCLUDING ANY INDEMNIFIED PARTY'S OWN NEGLIGENCE, except for any Indemnified Party's gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent and the Issuing Bank: (a) may treat the payee of any Revolving Loan Note as the holder thereof until the Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Agent; (b) may consult with legal counsel (including counsel for the Borrower), independent public accountants, and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, or experts; (c) makes make no warranty or representation to any Bank and shall not be responsible to any Bank for any statements, warranties, or representations made in or in connection with this Agreement or the other Credit Documents; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants, or conditions of this Agreement or any other Credit Document on the part of the Credit Parties or to inspect the property (including the books and records) of the Credit Parties; (e) shall not be responsible to any Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency, or value of this Agreement or any other Credit Document; and (f) shall incur no liability under or in respect of this Agreement or any other Credit Document by acting upon any notice, consent, certificate, or other instrument or writing (which may be by telecopier or telex) reasonably believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 1 contract
Sources: Credit Agreement (Hydrochem Industrial Services Inc)
Reliance Etc. Neither the Agent, the Issuing Bank, nor any of their respective Related Parties (for the purposes of this Section 7.2, collectively, the "Indemnified Parties") shall be liable for any action taken or omitted to be taken by any Indemnified Party under or in connection with this Agreement or the other Credit Loan Documents, INCLUDING ANY INDEMNIFIED PARTY'S OWN NEGLIGENCE, except for any Indemnified Party's gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent and the Issuing Bank: (a) may treat the payee of any Revolving Note as the holder thereof until the Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Agent; (b) may consult with legal counsel (including counsel for the Borrower), independent public accountants, and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, or experts; (c) makes make no warranty or representation to any Bank and shall not be responsible to any Bank for any statements, warranties, or representations made in or in connection with this Agreement or the other Credit Loan Documents; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants, or conditions of this Agreement or any other Credit Loan Document on the part of the Credit Parties or to inspect the property (including the books and records) of the Credit Parties; (e) shall not be responsible to any Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency, or value of this Agreement or any other Credit Loan Document; and (f) shall incur no liability under or in respect of this Agreement or any other Credit Loan Document by acting upon any notice, consent, certificate, or other instrument or writing (which may be by telecopier or telex) reasonably believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 1 contract
Sources: Credit Agreement (Denali Inc)
Reliance Etc. Neither the Agent, the Issuing Bank, nor Each Agent may:
(a) assume that:
(i) any of their respective Related Parties (for the purposes of this Section 7.2, collectively, the "Indemnified Parties") shall be liable for any action taken or omitted to be taken representation made by any Indemnified Party under or Obligor in connection with this Agreement any Finance Document is true;
(ii) no Default has occurred; and
(iii) no Obligor is in breach of or the other Credit Documentsin default of its obligations under any Finance Document to which it is a party unless, INCLUDING ANY INDEMNIFIED PARTY'S OWN NEGLIGENCEin each such case, except for any Indemnified Party's gross negligence such Agent has actual knowledge or willful misconduct. Without limitation of the generality of the foregoing, the Agent and the Issuing Bank: (a) may treat the payee of any Note as the holder thereof until the Agent receives written actual notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Agent; contrary;
(b) in the case of the Facility Agent, assume that the Dollar Lending Office of each Lender is that specified on the signature pages attached hereto (and, in the case of a transferee of any Lender, as specified to the Facility Agent by the transferee of such Lender at the time of making such transfer) until it has received from any Lender a notice designating some other office of such Lender to replace its Dollar Lending Office, provided that it obtains the consent of the Borrower (such consent not to be unreasonably withheld or delayed) and may consult with legal counsel act upon any such notice until the same is superseded by a further such notice;
(including counsel c) engage and pay for the Borrower), independent public accountants, and other experts selected by it and shall not be liable for advice or services of any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsellawyers, accountants, surveyors or experts; (c) makes no warranty other experts whose advice or representation services may seem necessary, expedient or desirable to it and rely upon any Bank and shall not be responsible to any Bank for any statements, warranties, or representations made in or in connection with this Agreement or the other Credit Documents; advice so obtained;
(d) shall not have any duty to ascertain or to inquire rely as to any matters of fact which might reasonably be expected to be within the performance or observance knowledge of any Obligor upon a certificate signed by or on behalf of the terms, covenants, or conditions of this Agreement or any other Credit Document on the part of the Credit Parties or to inspect the property (including the books and records) of the Credit Parties; such Obligor;
(e) shall not be responsible to any Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency, or value of this Agreement or any other Credit Document; and (f) shall incur no liability under or in respect of this Agreement or any other Credit Document by acting rely upon any notice, consent, certificate, communication or other instrument or writing (which may be by telecopier or telex) reasonably document believed by it to be genuine genuine;
(f) refrain from exercising any right, power or discretion vested in it as an agent under any Finance Document unless and signed or sent until instructed by the proper party Required Lenders as to whether or partiesnot such right, power or discretion is to be exercised and, if it is to be exercised, as to the manner in which it should be exercised;
(g) in the absence of instructions from the Required Lenders (or, if appropriate, all the Lenders) or in the case of emergency where such Agent is not able to obtain such instructions in a timely manner, act (or refrain from taking action) as it considers to be in the best interests of the Lenders;
(h) refrain from acting in accordance with any instructions of Required Lenders to begin any legal action or proceeding arising out of or in connection with any Finance Document until it shall have received such security and/or further indemnities as it may require (whether by way of payment in advance or otherwise) for all costs, claims, expenses (including legal fees and expenses on a full indemnity basis) and liabilities which it will or may expend or incur in complying with such instructions; and
(i) hold or place any Finance Document and any document coming into its possession or control pursuant thereto in safe custody with any bank or other Person whose business includes the safe custody of documents or with a lawyer or firm of lawyers in ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, without responsibility to any Finance Party for any loss incurred by reason of any action or inaction on the part of any such Person or for the supervision of any such Person and may pay all sums required to be paid on account of or in respect of the foregoing.
Appears in 1 contract
Sources: Loan Agreement (Yamana Gold Inc)
Reliance Etc. Neither The Agent may:
(a) assume that:
(i) any representation made by any Obligor, AngloGold or AngloGold(BVI) in connection herewith or any other Loan Document is true;
(ii) no Default has occurred; and
(iii) none of any Obligor, AngloGold or AngloGold (BVI) is in breach of or in default of its obligations hereunder or under any other Loan Document to which it is a party unless the AgentAgent has actual knowledge or actual notice to the contrary;
(b) assume that the Dollar Lending Office of each Lender is that specified on the signature pages attached hereto (and, in the Issuing Bankcase of a Transferee Lender, nor at the end of the Transfer Certificate to which it is a party as Transferee Lender) until it has received from any Lender a notice designating some other office of their respective Related Parties such Lender to replace its Dollar Lending Office and may act upon any such notice until the same is superseded by a further such notice;
(c) engage and pay for the purposes advice or services of this Section 7.2any lawyers, collectivelyaccountants, the "Indemnified Parties"surveyors or other experts whose advice or services may seem necessary, expedient or desirable to it and rely upon any advice so obtained;
(d) shall rely as to any matters of fact which might reasonably be liable for any action taken or omitted expected to be taken within the knowledge of any Obligor, AngloGold or AngloGold (BVI), upon a certificate signed by or on behalf of such Obligor, AngloGold or AngloGold (BVI);
(e) rely upon any Indemnified Party communication or document believed by it to be genuine;
(f) refrain from exercising any right, power or discretion vested in it as an agent hereunder or under any other Loan Document unless and until instructed by the Required Lenders as to whether or not such right, power or discretion is to be exercised and, if it is to be exercised, as to the manner in which it should be exercised;
(g) refrain from acting in accordance with any instructions of Required Lenders to begin any legal action or proceeding arising out of or in connection with this Agreement or any other Loan Document until it shall have received such security and/or further indemnities as it may require (whether by way of payment in advance or otherwise) for all costs, claims, expenses (including legal fees and expenses on a full indemnity basis) and liabilities which it will or may expend or incur in complying with such instructions; and
(h) hold or place any Loan Document and any document coming into its possession or control pursuant thereto in safe custody with any bank or other person whose business includes the other Credit Documentssafe custody of documents or with a lawyer or firm of lawyers in any part of the world, INCLUDING ANY INDEMNIFIED PARTY'S OWN NEGLIGENCE, except without responsibility to any Lender Party for any Indemnified Party's gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent and the Issuing Bank: (a) may treat the payee loss incurred by reason of any Note as the holder thereof until the Agent receives written notice of the assignment action or transfer thereof signed by such payee and in form satisfactory to the Agent; (b) may consult with legal counsel (including counsel for the Borrower), independent public accountants, and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, or experts; (c) makes no warranty or representation to any Bank and shall not be responsible to any Bank for any statements, warranties, or representations made in or in connection with this Agreement or the other Credit Documents; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants, or conditions of this Agreement or any other Credit Document inaction on the part of the Credit Parties any such person or to inspect the property (including the books and records) of the Credit Parties; (e) shall not be responsible to any Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency, or value supervision of this Agreement or any other Credit Document; such person and (f) shall incur no liability under may pay all sums required to be paid on account of or in respect of this Agreement or any other Credit Document by acting upon any notice, consent, certificate, or other instrument or writing (which may be by telecopier or telex) reasonably believed by it to be genuine and signed or sent by the proper party or partiesforegoing.
Appears in 1 contract
Reliance Etc. Neither the Administrative Agent, the Issuing Bank, nor any of their respective Related Parties (for the purposes of this Section 7.2, collectively, the "Indemnified PartiesINDEMNIFIED PARTIES") shall be liable for any action taken or omitted to be taken by any Indemnified Party under or in connection with this Agreement or the other Credit Documents, INCLUDING ANY INDEMNIFIED PARTY'S OWN NEGLIGENCE, except for any Indemnified Party's gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent and the Issuing Bank: (a) may treat the payee of any Revolving Loan Note as the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Administrative Agent; (b) may consult with legal counsel (including counsel for the Borrower)counsel, independent public accountants, and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, or experts; (c) makes no warranty or representation to any Bank and shall not be responsible to any Bank for any statements, warranties, or representations made in or in connection with this Agreement or the other Credit Documents; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants, or conditions of this Agreement or any other Credit Document on the part of the Credit Parties or to inspect the property (including the books and records) of the Credit Parties; (e) shall not be responsible to any Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency, or value of this Agreement or any other Credit Document; and (f) shall incur no liability under or in respect of this Agreement or any other Credit Document by acting upon any notice, consent, certificate, or other instrument or writing (which may be by telecopier or telex) reasonably believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 1 contract
Reliance Etc. Neither (a) None of the Agent, the Issuing Bank, Administrative Agent nor any of their its respective Related Parties (for the purposes of this Section 7.2directors, collectivelyofficers, the "Indemnified Parties") agents or employees shall be liable for any action taken or omitted to be taken by any Indemnified Party it or them under or in connection with this Agreement or the other Credit Loan Documents, INCLUDING ANY INDEMNIFIED PARTY'S OWN NEGLIGENCE, except for any Indemnified Party's its own gross negligence or willful misconductmisconduct (as determined by a court of competent jurisdiction in a final non-appealable judgment). Without limitation of the generality of the foregoing, the Agent and the Issuing BankAdministrative Agent: (ai) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice and accepts an Assignment and Acceptance entered into by the Lender which is the payee of the assignment or transfer thereof signed by such payee Note, as assignor, and an Eligible Assignee, as assignee, as provided in form satisfactory to the AgentSection 9.07; (bii) may consult with legal counsel (including counsel for the any Borrower), independent public accountants, accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; (ciii) makes no warranty or representation to any Bank Lender and shall not be responsible to any Bank Lender for any statements, warranties, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Credit DocumentsAgreement; (div) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants, covenants or conditions of this Agreement or any other Credit Document on the part of the Credit Parties any Borrower or to inspect the property (including the books and records) of the Credit Partiesany Borrower; (ev) shall not be responsible to any Bank Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or any other Credit Documentinstrument or document furnished pursuant hereto; and (fvi) shall incur no liability under or in respect of this Agreement or any other Credit Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telecopier, telegram, cable or telex) reasonably believed by it to be genuine and signed or sent by the proper party or parties.
(b) The Arrangers each referred to on the cover page hereto, shall have no duties or obligations whatsoever to the Lenders under or with respect to this Agreement, the Notes or any other document or any matter related thereto.
Appears in 1 contract
Sources: Credit Agreement (Livent Corp.)
Reliance Etc. Neither the Agent, the Issuing Bank, Administrative Agent nor any of their respective Related Parties (for the purposes of this Section 7.2its directors, collectivelyofficers, the "Indemnified Parties") agents or employees shall be liable for any action taken or omitted to be taken by any Indemnified Party it or them under or in connection with this Agreement or the other Credit Financing Documents, INCLUDING ANY INDEMNIFIED PARTY'S OWN NEGLIGENCE, except to the extent it is found by the final judgment of a court of competent jurisdiction that such liability for any Indemnified Party's action or omission resulted primarily and directly from its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent and the Issuing Bank: (a) the Administrative Agent may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice and accepts an Assignment and Acceptance entered into by the Lender Party that is the payee of the assignment or transfer thereof signed by such payee Note, as assignor, and an Eligible Assignee, as assignee, as provided in form satisfactory to the AgentSection 8.07; (b) the Administrative Agent may consult with legal counsel (including counsel for the Borrower), independent public accountants, accountants and other experts selected in good faith by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; (c) the Administrative Agent makes no warranty or representation to any Bank Lender Party and shall not be responsible to any Bank Lender Party for any statements, warranties, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Credit Financing Documents; (d) the Administrative Agent shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants, covenants or conditions of this Agreement or any other Credit Financing Document on the part of the Credit Parties Borrower or to inspect the property (including the books and records) of the Credit PartiesBorrower (except to confirm receipt of items expressly required to be delivered to the Administrative Agent in Article III); and (e) shall not be responsible to any Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency, or value of this Agreement or any other Credit Document; and (f) Administrative Agent shall incur no liability under or in respect of this Agreement or any other Credit Financing Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telegram, telecopy or telex) reasonably believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 1 contract
Reliance Etc. Neither Each of the Administrative Agent and the Collateral Agent may, without incurring any liability hereunder, (a) consult with and rely upon any of its Related Persons and, whether or not selected by it, any other legal counsel, advisors, accountants and other experts (including legal counsel and advisors to, and accountants and experts engaged by, the Borrower), and take or omit to take any action in accordance with the advice of any such legal counsel, advisors, accountants and other experts, and (b) rely and act upon any notice, consent, certificate, instruction, direction or other document and information (including those transmitted by electronic transmission) and any telephone message or conversation or other oral statement, in each case believed by it to be genuine and to have been transmitted, signed or otherwise authenticated by the appropriate parties. None of Administrative Agent, the Issuing Bank, nor any of their respective Collateral Agent and its Related Parties (for the purposes of this Section 7.2, collectively, the "Indemnified Parties") Persons shall be liable for any action taken or omitted to be taken by any Indemnified Party of them under or in connection with this Agreement any Loan Document, and each Lender and the Borrower hereby waives and shall not assert (and the Borrower and each Guarantor hereby waives and agrees not to assert shall cause its Subsidiaries to waive and agree not to assert) any right, claim or the other Credit Documents, INCLUDING ANY INDEMNIFIED PARTY'S OWN NEGLIGENCEcause of action based thereon, except for any Indemnified Party's to the extent of liabilities resulting from the gross negligence or willful misconductmisconduct of Administrative Agent or Collateral Agent, as applicable, or, as the case may be, such Related Person (each as determined in a final, non-appealable judgment of a court of competent jurisdiction) in connection with the duties of Administrative Agent or Collateral Agent, as applicable, expressly set forth herein. Without limitation of the generality of limiting the foregoing, neither the Administrative Agent and nor the Issuing BankCollateral Agent: (ai) may treat shall be responsible or otherwise incur liability for any action or omission taken in reliance upon the payee instructions of the Required Lenders or for the actions or omissions of any Note as the holder thereof until the Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory its Related Persons, except to the extent that a court of competent jurisdiction determines in a final non-appealable judgment that Administrative Agent or Collateral Agent, as applicable, acted with gross negligence or willful misconduct in the selection of such Related Person; (bii) may consult with legal counsel (including counsel shall be responsible to any Lender or other Person for the Borrower)due execution, independent public accountantslegality, and other experts selected by it validity, enforceability, effectiveness, genuineness, sufficiency or value of, or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, any Loan Document; (iii) makes any warranty or representation, and shall not be liable responsible, to any Lender or other Person for any action taken statement, document, information, representation or warranty made or furnished by or on behalf of the Borrower or any Related Person of the Borrower in connection with any Loan Document or any transaction contemplated therein or any other document or information with respect to the Borrower, whether or not transmitted or (except for documents expressly required under any Loan Document to be transmitted to the Lenders by the Administrative Agent or the Collateral Agent, as applicable) omitted to be taken in good faith transmitted by it in accordance with the advice of such counselAdministrative Agent or Collateral Agent, accountantsincluding as to completeness, accuracy, scope or adequacy thereof, or experts; (c) makes no warranty for the scope, nature or representation to results of any Bank and shall not be responsible to any Bank for any statements, warranties, due diligence performed by Administrative Agent or representations made in or Collateral Agent in connection with this Agreement or the other Credit Loan Documents; and (div) shall not have any duty to ascertain or to inquire as to the performance or observance of any provision of any Loan Document, whether any condition set forth in any Loan Document is satisfied or waived (including, without limitation, any condition set forth in Section 3 of this Agreement), as to the financial condition of the termsBorrower or as to the existence or continuation or possible occurrence or continuation of any Event of Default, covenants, and neither the Administrative Agent nor the Collateral Agent shall be deemed to have notice or conditions knowledge of this Agreement such occurrence or continuation of any other Credit Document on Event of Default unless it has received a written notice from the part Borrower or the Required Lenders describing such Event of Default that is clearly labeled “notice of default”. For each of the Credit Parties items set forth in clauses (i) through (iv) above, each Lender and the Borrower hereby waives and agrees not to assert (and the Borrower and each Guarantor hereby waives and agrees not to assert and shall cause its Subsidiaries to waive and agree not to assert) any right, claim or to inspect the property (including the books and records) cause of the Credit Parties; (e) shall not be responsible to any Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency, action it might have against Administrative Agent or value of this Agreement or any other Credit Document; and (f) shall incur no liability under or in respect of this Agreement or any other Credit Document by acting upon any notice, consent, certificate, or other instrument or writing (which may be by telecopier or telex) reasonably believed by it to be genuine and signed or sent by the proper party or partiesCollateral Agent based thereon.
Appears in 1 contract
Sources: Senior Secured Loan and Security Agreement (Reed's, Inc.)
Reliance Etc. Neither (a) None of the Agent, the Issuing Bank, Agents nor any of their respective Related Parties (for the purposes of this Section 7.2directors, collectivelyofficers, the "Indemnified Parties") agents or employees shall be liable for any action taken or omitted to be taken by any Indemnified Party it or them under or in connection with this Agreement or the other Credit Loan Documents, INCLUDING ANY INDEMNIFIED PARTY'S OWN NEGLIGENCE, except for any Indemnified Party's its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent and the Issuing BankAdministrative Agent: (ai) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice and accepts an Assignment and Acceptance entered into by the Lender which is the payee of the assignment or transfer thereof signed by such payee Note, as assignor, and an Eligible Assignee, as assignee, as provided in form satisfactory to the AgentSection 9.07; (bii) may consult with legal counsel (including counsel for the any Borrower), independent public accountants, accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; (ciii) makes no warranty or representation to any Bank Lender and shall not be responsible to any Bank Lender for any statements, warranties, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Credit DocumentsAgreement; (div) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants, covenants or conditions of this Agreement or any other Credit Document on the part of the Credit Parties any Borrower or to inspect the property (including the books and records) of the Credit Partiesany Borrower; (ev) shall not be responsible to any Bank Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or any other Credit Documentinstrument or document furnished pursuant hereto; and (fvi) shall incur no liability under or in respect of this Agreement or any other Credit Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier electronic mail, telecopier, telegram, cable or telex) reasonably believed by it to be genuine and signed or sent by the proper party or parties.
(b) The Arrangers, as such, the Co-Documentation Agents, as such, and the Syndication Agent, as such, each referred to on the cover page hereto, shall have no duties or 85
Appears in 1 contract
Sources: Credit Agreement (FMC Corp)
Reliance Etc. Neither the Agent, the Agent nor any Issuing Bank, Bank nor any of their respective Related Parties (for the purposes of this Section 7.2directors, collectivelyofficers, the "Indemnified Parties") agents or employees shall be liable for any action taken or omitted to be taken by any Indemnified Party it or them under or in connection with this Agreement or the other Credit Documents, INCLUDING ANY INDEMNIFIED PARTY'S OWN NEGLIGENCEAgreement, except for any Indemnified Party's its or their own gross negligence or willful misconductmisconduct or (a) as to Wachovia as the "Agent" (as defined in the Syndicated Letters of Credit) for the Syndicated Letters of Credit and as Issuing Bank with respect to Participated Letters of Credit, its willful failure in such capacities to make lawful payment under a Letter of Credit after the presentation to it of drafts and certificates strictly complying with the terms and conditions of the Letter of Credit and, in the case of a Syndicated Letter of Credit, after its receipt of appropriate funds from the other Lenders with Syndicated Commitments and (b) as to Issuing Banks under Syndicated Letters of Credit, any such Issuing Bank's willful failure to make payment to Wachovia as "Agent" (as defined in the Syndicated Letters of Credit) under a Syndicated Letter of Credit after Wachovia as such "Agent" has confirmed to the Issuing Bank that drafts and documents strictly complying with the terms of such Syndicated Letter of Credit have been presented. Without limitation of the generality of the foregoing, the Agent and the Issuing BankAgent: (a) may treat the payee of Lender that made any Note L/C Disbursement as the holder thereof of the Debt resulting therefrom until the Agent receives written notice of the assignment or transfer thereof signed and accepts an Assignment and Acceptance entered into by such payee a Lender, as assignor, and an Eligible Assignee, as assignee, as provided in form satisfactory to the AgentSection 9.07; (b) may consult with legal counsel (including counsel for the BorrowerGuarantor), independent public accountants, accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; (c) makes no warranty or representation to any Bank Lender and shall not be responsible to any Bank Lender for any statements, warranties, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Credit DocumentsAgreement; (d) shall not have any duty to ascertain or to inquire as to the performance performance, observance or observance satisfaction of any of the terms, covenants, covenants or conditions of this Agreement or any other Credit Document on the part of the Credit Parties Account Party or the Guarantor or the existence at any time of any Default or to inspect the property (including the books and records) of the Credit PartiesGuarantor; (e) shall not be responsible to any Bank Lender for the due execution, legality, validity, enforceability, genuineness, sufficiencysufficiency or value of, or value the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or any other Credit Documentinstrument or document furnished pursuant hereto; and (f) shall incur no liability under or in respect of this Agreement or any other Credit Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telecopier, telegram or telex) reasonably believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 1 contract
Sources: Letter of Credit and Reimbursement Agreement (Metlife Inc)
Reliance Etc. Neither None of the Administrative Agent, the Syndication Agent, the Issuing Bank, nor any of their Affiliates and their respective Related Parties (for the purposes of this Section 7.2directors, collectivelyofficers, the "Indemnified Parties") agents or employees shall be liable for any action taken or omitted to be taken by any Indemnified Party it or them under or in connection with this Agreement or the other Credit Documents, INCLUDING ANY INDEMNIFIED PARTY'S OWN NEGLIGENCEAgreement, except for any Indemnified Party's its or their own gross negligence or willful misconductmisconduct (as determined by a court of competent jurisdiction by final and non-appealable judgment). Without limitation of the generality of the foregoing, the Administrative Agent, the Syndication Agent and the Issuing Bank: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice and accepts an Assignment and Acceptance entered into by the Bank which is the payee of the assignment or transfer thereof signed by such payee Note, as assignor, and an Eligible Assignee, as assignee, as provided in form satisfactory to the AgentSECTION 10.02; (b) may consult with legal counsel (including counsel for the BorrowerBorrowers), independent public accountants, accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; (c) makes no warranty or representation to any Bank and shall not be responsible to any Bank for any statements, warranties, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Credit Loan Documents; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants, covenants or conditions of this Agreement or any the other Credit Document Loan Documents on the part of the Credit Parties Borrowers or any other Person or to inspect the property (including the books and records) of the Credit PartiesBorrowers or any other Person; (e) shall not be responsible to any Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement any Loan Document, any collateral provided for therein, or any other Credit Documentinstrument or document furnished pursuant thereto; and (f) shall incur no liability under or in respect of this Agreement or any other Credit Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telecopier, telegram, cable or telex) reasonably believed by it to be genuine and signed or sent by the proper party or parties. None of the Administrative Agent, the Syndication Agent, the Issuing Bank, their Affiliates and their respective directors, officers, employees or agents shall have any responsibility to the Borrowers on account of the failure or delay in performance or breach by any Bank of any of its obligations hereunder or to any Bank on account of the failure of or delay in performance or breach by any other Bank or any Borrower of any of its obligations hereunder or in connection herewith; PROVIDED that the foregoing does not relieve the Administrative Agent, the Syndication Agent or the Issuing Bank of any of its respective obligations in its capacity as a Bank.
Appears in 1 contract
Reliance Etc. Neither (a) None of the Administrative Agent, any Managing Agent, the Issuing BankDocumentation Agent, nor the Letter of Credit Agent or any of their respective Related Parties (for the purposes of this Section 7.2directors, collectivelyofficers, the "Indemnified Parties") agents or employees shall be liable for any action taken or omitted to be taken by any Indemnified Party it or them under or in connection with this Agreement or the other Credit Loan Documents, INCLUDING ANY INDEMNIFIED PARTY'S OWN NEGLIGENCE, except for any Indemnified Party's its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent and the Issuing BankAdministrative Agent: (ai) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice and accepts an Assignment and Acceptance entered into by the Lender which is the payee of the assignment or transfer thereof signed by such payee Note, as assignor, and an Eligible Assignee, as assignee, as provided in form satisfactory to the AgentSection 9.07; (bii) may consult with legal counsel (including counsel for the Borrower), independent public accountants, accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; (ciii) makes no warranty or representation to any Bank Lender and shall not be responsible to any Bank Lender for any statements, warranties, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Credit DocumentsAgreement; (div) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants, covenants or conditions of this Agreement or any other Credit Document on the part of the Credit Parties Borrower or to inspect the property (including the books and records) of the Credit PartiesBorrower; (ev) shall not be responsible to any Bank Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or any other Credit Documentinstrument or document furnished pursuant hereto; and (fvi) shall incur no liability under or in respect of this Agreement or any other Credit Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telecopier, telegram, cable or telex) reasonably believed by it to be genuine and signed or sent by the proper party or parties.
(b) The Managing Agents, as such, and the Documentation Agent, as such, shall have no duties or obligations whatsoever with respect to this Agreement, the Notes or any other document or any matter related thereto.
Appears in 1 contract
Reliance Etc. Neither the Agent, the Issuing Bank, nor The Facility Agent may:
(a) assume that:
(i) any of their respective Related Parties (for the purposes of this Section 7.2, collectively, the "Indemnified Parties") shall be liable for any action taken or omitted to be taken representation made by any Indemnified Party under or Obligor in connection with this Agreement any Loan Document is true;
(ii) no Default has occurred; and
(iii) no Obligor is in breach of or the other Credit Documentsin default of its obligations under any Loan Document to which it is a party unless, INCLUDING ANY INDEMNIFIED PARTY'S OWN NEGLIGENCE, except for any Indemnified Party's gross negligence or willful misconduct. Without limitation of the generality of the foregoingin each such case, the Facility Agent and the Issuing Bank: (a) may treat the payee of any Note as the holder thereof until the Agent receives written has actual knowledge or actual notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Agent; contrary;
(b) assume that the Dollar Lending Office of each Lender is that specified on the signature pages attached hereto (and, in the case of a Transferee Lender, at the end of the Transfer Certificate to which it is a party as Transferee Lender) until it has received from any Lender a notice designating some other office of such Lender to replace its Dollar Lending Office and may consult act upon any such notice until the same is superseded by a further such notice;
(c) engage and, subject to the provisions of Clause 14.3 in connection with legal counsel (including counsel the reimbursement of any payment, pay for the Borrower), independent public accountants, and other experts selected by it and shall not be liable for advice or services of any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsellawyers, accountants, surveyors or experts; (c) makes no warranty other experts whose advice or representation services may seem necessary, expedient or desirable to it and rely upon any Bank and shall not be responsible to any Bank for any statements, warranties, or representations made in or in connection with this Agreement or the other Credit Documents; advice so obtained;
(d) shall not have any duty to ascertain or to inquire rely as to any matters of fact which might reasonably be expected to be within the performance or observance knowledge of any Obligor upon a certificate signed by or on behalf of the terms, covenants, or conditions of this Agreement or any other Credit Document on the part of the Credit Parties or to inspect the property (including the books and records) of the Credit Parties; such Obligor;
(e) shall not be responsible to any Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency, or value of this Agreement or any other Credit Document; and (f) shall incur no liability under or in respect of this Agreement or any other Credit Document by acting rely upon any notice, consent, certificate, communication or other instrument or writing (which may be by telecopier or telex) reasonably document believed by it to be genuine genuine;
(f) refrain from exercising any right, power or discretion vested in it as an agent under any Loan Document unless and signed or sent until instructed by the proper party Required Lenders as to whether or partiesnot such right, power or discretion is to be exercised and, if it is to be exercised, as to the manner in which it should be exercised;
(g) refrain from acting in accordance with any instructions of Required Lenders to begin any legal action or proceeding arising out of or in connection with any Loan Document until it shall have received such security and/or further indemnities as it may require (whether by way of payment in advance or otherwise) for all costs, claims, expenses (including legal fees and expenses on a full indemnity basis) and liabilities which it will or may expend or incur in complying with such instructions; and
(h) hold or place any Loan Document and any document coming into its possession or control pursuant thereto in safe custody with any bank or other person whose business includes the safe custody of documents or with a lawyer or firm of lawyers in any part of the world, without responsibility to any Lender Party for any loss incurred by reason of any action or inaction on the part of any such person or for the supervision of any such person and may pay all sums required to be paid on account of or in respect of the foregoing.
Appears in 1 contract
Sources: Project Term Loan Facility Agreement (Randgold Resources LTD)
Reliance Etc. Neither the Agent, the Issuing Bank, nor any of their respective Related Parties (for the purposes of this Section 7.2, collectively, the "Indemnified Parties") The Collateral Agent shall be liable for any action taken or omitted entitled to be taken by any Indemnified Party under or in connection with this Agreement or the other Credit Documents, INCLUDING ANY INDEMNIFIED PARTY'S OWN NEGLIGENCE, except for any Indemnified Party's gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent and the Issuing Bank: (a) may treat the payee of any Note as the holder thereof until the Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Agent; (b) may consult with legal counsel (including counsel for the Borrower), independent public accountantsrely, and other experts selected by it and shall not be liable for any action taken or omitted to be taken fully protected in good faith by it in accordance with the advice of such counselrelying, accountants, or experts; (c) makes no warranty or representation to any Bank and shall not be responsible to any Bank for any statements, warranties, or representations made in or in connection with this Agreement or the other Credit Documents; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants, or conditions of this Agreement or any other Credit Document on the part of the Credit Parties or to inspect the property (including the books and records) of the Credit Parties; (e) shall not be responsible to any Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency, or value of this Agreement or any other Credit Document; and (f) shall incur no liability under or in respect of this Agreement or any other Credit Document by acting upon any instruction, direction, order, request, note, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other instrument or writing (which may be by telecopier or telex) document reasonably believed by it to be genuine and signed correct and to have been signed, sent or sent made by the proper party Person or partiesPersons and upon advice and statements of legal counsel, independent accountants and other experts. In connection with any request of any Secured Party, the Collateral Agent shall be fully protected in relying on a certificate of such Secured Party, that the Collateral Agent reasonably believes is authentic and that sets forth and certifies the principal amount of the Secured Obligations held by such Secured Party as of the date of such certificate, which certificate shall state that the individual signing such certificate is an authorized representative of such Secured Party and is authorized to direct the Collateral Agent under this Agreement and shall state specifically the Security Document and provision thereof pursuant to which the Collateral Agent is being directed to act. The Collateral Agent shall be fully justified in failing or refusing to take any action hereunder or under any other Security Document (i) if such action would, in the reasonable opinion of the Collateral Agent, be contrary to law or the terms of the Security Documents, (ii) if such action is not specifically provided for herein or in any other Security Document, or it shall not have received any such advice or concurrence of the Secured Parties as it deems appropriate, or (iii) if, in connection with the taking of any such action that would constitute an exercise of remedies under any Security Document, it shall not first be indemnified to its reasonable satisfaction by the Secured Parties against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action, or refraining from taking any action. The Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, hereunder or under any other Security Document in accordance with the instructions of the Majority Solutia Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon all of the Secured Parties.
Appears in 1 contract
Sources: Intercreditor and Collateral Agency Agreement (Solutia Inc)
Reliance Etc. Neither None of the Operating Agent, the Issuing Bank, any Affiliate ------------- thereof nor any of their respective Related Parties (for the purposes of this Section 7.2directors, collectivelyofficers, the "Indemnified Parties") shall agents or employees will be liable for any action taken or omitted to be taken by any Indemnified Party of them under or in connection with this Agreement Agreement, the Program Documents or the other Credit Related Documents, INCLUDING ANY INDEMNIFIED PARTY'S OWN NEGLIGENCE, except for any Indemnified Party's when caused solely by their own gross negligence or willful misconduct. Without limitation of limiting the generality of the foregoing, and notwithstanding any term or provision hereof to the Agent contrary, the Seller, the Servicer and the Issuing Bank: Purchaser hereby acknowledge and agree that the Operating Agent (a) may treat acts as agent hereunder for the payee of Purchaser and has no duties or obligations to, will incur no liabilities or obligations to, and does not act as anagent in any Note as capacity for, the holder thereof until Seller or the Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Agent; Originator, (b) may consult with legal counsel (including counsel for the Borrower)counsel, independent public accountants, accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; , (c) makes no warranty or representation to any Bank hereunder and shall not be responsible to any Bank for any statements, warranties, warranties or representations made in or in connection with this Agreement Agreement, the Program Documents or the other Credit Related Documents; , (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants, covenants or conditions of this Agreement Agreement, the Program Documents or any other Credit Document Related Documents on the part of the Credit Parties Seller, the Servicer or the Purchaser or to inspect the property (including the books and records) of the Credit Parties; Seller, the Servicer or the Purchaser, (e) shall not be responsible to any Bank the Seller, the Servicer or the Purchaser for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or any other Credit Document; and instrument or document furnished pursuant hereto (including the Related Documents), (f) shall incur no liability under or in respect of this Agreement Agreement, the Program Documents or any other Credit Document the Related Documents by acting upon any noticenotice or communication (including a communication by telephone), consent, certificate, certificate or other instrument or writing (which may be by telecopier or telex) reasonably believed by it to be genuine and signed signed, sent or sent communicated by the proper party or partiesparties and (g) shall not be bound to make any investigation into the facts or matters stated in any notice or other communication hereunder and may rely on the accuracy of such facts or matters.
Appears in 1 contract
Sources: Receivables Purchase and Servicing Agreement (Merisel Inc /De/)
Reliance Etc. Neither None of the Agent, the Issuing Bank, nor Agent or any of their respective Related Parties (for the purposes of this Section 7.2its directors, collectivelyofficers, the "Indemnified Parties") agents, Affiliates or employees shall be liable for any action taken or omitted to be taken by any Indemnified Party it under or in connection with this Agreement or the other Credit Loan Documents, INCLUDING ANY INDEMNIFIED PARTY'S OWN NEGLIGENCE, except for any Indemnified Party's its own gross negligence or willful misconductmisconduct as determined by a final judgment of a court of competent jurisdiction. Without limitation of limiting the generality of the foregoing, the Agent and the Issuing Bank: (ai) may treat the payee of any Note Revolving Credit Notes as the holder thereof until the Agent receives written notice of the assignment or transfer thereof thereof, pursuant to Section 12.08 hereof, signed by such payee and in form satisfactory to the Agentit; (bii) may consult with legal counsel (including including, without limitation, counsel for to the Borrower), independent public accountants, and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; (ciii) makes no warranty or representation to any Bank Lender and shall not be responsible to any Bank Lender for any statements, warrantiescertificates, warranties or representations made in or in connection with this Agreement or the other Credit Loan Documents; (div) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants, covenants or conditions of this Agreement or any the other Credit Document Loan Documents on the part of the Credit Parties any Person or to inspect the Collateral or other property (including including, without limitation, the books and records) of the Credit Partiesany Person; (ev) shall not be responsible to any Bank Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or the other Loan Documents or any other Credit Documentinstrument or document furnished pursuant hereto or thereto; (vi) shall not be deemed to have made any representation or warranty regarding the existence, value or collectibility of the Collateral, the existence, priority or perfection of the Lenders' Lien thereon, or the Borrowing Base or any certificate prepared by the Borrower in connection therewith, nor shall the Agent be responsible or liable to the Lenders for any failure to monitor or maintain the Borrowing Base or any portion of the Collateral; and (fvii) shall incur no liability under or in respect of this Agreement or any the other Credit Document Loan Documents by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telegram, telecopy, cable or telex) reasonably believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 1 contract
Reliance Etc. Neither (a) None of the Agent, the Issuing Bank, Agents nor any of their respective Related Parties (for the purposes of this Section 7.2directors, collectivelyofficers, the "Indemnified Parties") agents or employees shall be liable for any action taken or omitted to be taken by any Indemnified Party it or them under or in connection with this Agreement or the other Credit Loan Documents, INCLUDING ANY INDEMNIFIED PARTY'S OWN NEGLIGENCE, except for any Indemnified Party's its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent and the Issuing BankAdministrative Agent: FIFTH AMENDED AND RESTATED CREDIT AGREEMENT
(ai) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice and accepts an Assignment and Acceptance entered into by the Lender which is the payee of the assignment or transfer thereof signed by such payee Note, as assignor, and an Eligible Assignee, as assignee, as provided in form satisfactory to the AgentSection 9.07; (bii) may consult with legal counsel (including counsel for the any Borrower), independent public accountants, accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; (ciii) makes no warranty or representation to any Lender or Issuing Bank and shall not be responsible to any Lender or Issuing Bank for any statements, warranties, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Credit DocumentsAgreement; (div) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants, covenants or conditions of this Agreement or any other Credit Document on the part of the Credit Parties any Borrower or to inspect the property (including the books and records) of the Credit Partiesany Borrower; (ev) shall not be responsible to any Bank Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or any other Credit Documentinstrument or document furnished pursuant hereto; and (fvi) shall be entitled to rely upon, and shall incur no liability under or in respect of this Agreement or any other Credit Document by acting upon upon, any notice, request, consent, certificate, statement or other instrument instrument, document or writing (which may be by telecopier telecopier/fax, telegram, cable or telex, any other electronic message, Internet or intranet website posting or other distribution) reasonably believed by it to be genuine and signed or sent by the proper party or parties.
(b) The Joint Bookrunners, as such, the Joint Lead Arrangers, as such, the Syndication Agents, as such, and the Documentation Agents, as such, and the Managing Agents, as such, each referred to on the cover page hereto, shall have no duties or obligations whatsoever to the Lenders under or with respect to this Agreement, any of the other Loan Documents or any other document or any matter related thereto, except in its capacity, as applicable, as the Administrative Agent, a Lender or an Issuing Bank hereunder.
(c) The Administrative Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until notice describing such Default or Event of Default is given to the Administrative Agent by the Company, any other Borrower, a Lender or an Issuing Bank.
(d) The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.
(e) The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective officers, directors, employees, agents, advisors and Affiliates. The exculpatory FIFTH AMENDED AND RESTATED CREDIT AGREEMENT provisions of this Article shall apply to any such sub-agent and to the officers, directors, employees, agents, advisors and Affiliates of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent.
Appears in 1 contract
Reliance Etc. Neither None of the Agent, the Issuing Bank, nor Agent or any of their respective Related Parties (for the purposes of this Section 7.2its directors, collectivelyofficers, the "Indemnified Parties") agents, Affiliates or employees shall be liable for any action taken or omitted to be taken by any Indemnified Party it under or in connection with this Agreement or the other Credit Loan Documents, INCLUDING ANY INDEMNIFIED PARTY'S OWN NEGLIGENCE, except for any Indemnified Party's its own gross negligence or willful misconductmisconduct as determined by a final judgment of a court of competent jurisdiction. Without limitation of limiting the generality of the foregoing, the Agent and the Issuing Bank: (ai) may treat the payee of any Note Revolving Credit Notes as the holder thereof until the Agent receives written notice of the assignment or transfer thereof thereof, pursuant to Section 12.08 hereof, signed by such payee and in form satisfactory to the Agentit; (bii) may consult with legal counsel (including including, without limitation, counsel for to the BorrowerBorrowers), independent public accountants, and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; (ciii) makes no warranty or representation to any Bank Lender and shall not be responsible to any Bank Lender for any statements, warrantiescertificates, warranties or representations made in or in connection with this Agreement or the other Credit Loan Documents; (div) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants, covenants or conditions of this Agreement or any the other Credit Document Loan Documents on the part of the Credit Parties any Person or to inspect the Collateral or other property (including including, without limitation, the books and records) of the Credit Partiesany Person; (ev) shall not be responsible to any Bank Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or the other Loan Documents or any other Credit Documentinstrument or document furnished pursuant hereto or thereto; (vi) shall not be deemed to have made any representation or warranty regarding the existence, value or collectibility of the Collateral, the existence, priority or perfection of the Lenders’ Lien thereon, or the Borrowing Base or any certificate prepared by the Borrowers in connection therewith, nor shall the Agent be responsible or liable to the Lenders for any failure to monitor or maintain the Borrowing Base or any portion of the Collateral, except for its own gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction; and (fvii) shall incur no liability under or in respect of this Agreement or any the other Credit Document Loan Documents by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telegram, telecopy, cable or telex) reasonably believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 1 contract
Reliance Etc. Neither (a) None of the Agent, the Issuing Bank, Agents nor any of their respective Related Parties (for the purposes of this Section 7.2directors, collectivelyofficers, the "Indemnified Parties") agents or employees shall be liable for any action taken or omitted to be taken by any Indemnified Party it or them under or in connection with this Agreement or the other Credit Loan Documents, INCLUDING ANY INDEMNIFIED PARTY'S OWN NEGLIGENCE, except for any Indemnified Party's its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent and the Issuing BankAdministrative Agent: (ai) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice and accepts an Assignment and Acceptance entered into by the Lender which is the payee of the assignment or transfer thereof signed by such payee Note, as assignor, and an Eligible Assignee, as assignee, as provided in form satisfactory to the AgentSection 9.07; (bii) may consult with legal counsel (including counsel for the any Borrower), independent public accountants, accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; (ciii) makes no warranty or representation to any Lender or Issuing Bank and shall not be responsible to any Lender or Issuing Bank for any statements, warranties, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Credit DocumentsAgreement; (div) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants, covenants or conditions of this Agreement or any other Credit Document on the part of the Credit Parties any Borrower or to inspect the property (including the books and records) of the Credit Partiesany Borrower; (ev) shall not be responsible to any Bank Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or any other Credit Documentinstrument or document furnished pursuant hereto; and (fvi) shall incur no liability under or in respect of this Agreement or any other Credit Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be MARRIOTT CREDIT AGREEMENT by telecopier telecopier, telegram, cable or telex) reasonably believed by it to be genuine and signed or sent by the proper party or parties.
(b) The Joint Lead Arrangers and Joint Book Managers, as such, the Syndication Agent, as such, and the Documentation Agents, as such, each referred to on the cover page hereto, shall have no duties or obligations whatsoever to the Lenders under or with respect to this Agreement, the Notes or any other document or any matter related thereto.
Appears in 1 contract
Reliance Etc. Neither (a) None of the Agent, the Issuing Bank, Administrative Agent nor any of their its respective Related Parties (for the purposes of this Section 7.2directors, collectivelyofficers, the "Indemnified Parties") agents or employees shall be liable for any action taken or omitted to be taken by any Indemnified Party it or them under or in connection with this Agreement or the other Credit Loan Documents, INCLUDING ANY INDEMNIFIED PARTY'S OWN NEGLIGENCE, except for any Indemnified Party's its own gross negligence or willful misconductmisconduct (as determined by a court of competent jurisdiction in a final non-appealable judgment). Without limitation of the generality of the foregoing, the Agent and the Issuing BankAdministrative Agent: (ai) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice and accepts an Assignment and Acceptance entered into by the Lender which is the payee of the assignment or transfer thereof signed by such payee Note, as assignor, and an Eligible Assignee, as assignee, as provided in form satisfactory to the AgentSection 9.07; (bii) may consult with legal counsel (including counsel for the any Borrower), independent public accountants, accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; (ciii) makes no warranty or representation to any Bank Lender and shall not be responsible to any Bank Lender for any statements, warranties, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Credit DocumentsAgreement; (div) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants, covenants or conditions of this Agreement or any other Credit Document on the part of the Credit Parties any Borrower or to inspect the property (including the books and records) of the Credit Partiesany Borrower; (ev) shall not be responsible to any Bank Lender for the due execution, legality, validity, enforceability, 109 WEIL:\98721861\10\35899.0596 genuineness, sufficiency, sufficiency or value of this Agreement or any other Credit Documentinstrument or document furnished pursuant hereto; and (fvi) shall incur no liability under or in respect of this Agreement or any other Credit Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telecopier, telegram, cable or telex) reasonably believed by it to be genuine and signed or sent by the proper party or parties.
(b) The Arrangers each referred to on the cover page hereto, shall have no duties or obligations whatsoever to the Lenders under or with respect to this Agreement, the Notes or any other document or any matter related thereto.
Appears in 1 contract
Sources: Credit Agreement (Livent Corp.)
Reliance Etc. Neither the Agent, the Issuing Bank, Administrative Agent nor -------------- any of their respective Related Parties (for the purposes of this Section 7.2its directors, collectivelyofficers, the "Indemnified Parties") agents or employees shall be liable for any action taken or omitted to be taken by any Indemnified Party it or them under or in connection with this Agreement or the other Credit Documents, INCLUDING ANY INDEMNIFIED PARTY'S OWN NEGLIGENCENotes, except for any Indemnified Party's its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent and the Issuing Bank: (ai) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice and accepts an Assignment and Acceptance entered into by the Lender that is the payee of the assignment or transfer thereof signed by such payee Note, as assignor, and an Eligible Assignee, as assignee, as provided in form satisfactory to the AgentSection 9.07; (bii) may consult with legal counsel (including counsel for the Borrower), independent public accountants, accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; (ciii) makes no warranty or representation to any Bank Lender and shall not be responsible to any Bank of them for any statements, warranties, warranties or representations made in or in connection with this Agreement or the other Credit DocumentsNotes; (div) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants, covenants or conditions of this Agreement or any other Credit Document the Notes on the part of the Credit Parties Borrower or to inspect the property (including the books and records) of the Credit PartiesBorrower; (ev) shall not be responsible to any Bank Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or the Notes or any other Credit Documentinstrument or document furnished pursuant hereto; and (fvi) shall incur no liability under or in respect of this Agreement or any other Credit Document the Notes by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telegram, telecopy, cable or telex) reasonably believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 1 contract
Sources: Credit Agreement (New England Investment Companies L P)
Reliance Etc. Neither the Agent, the Issuing Bank, nor The Facility Agent may:
(a) assume that:
(i) any of their respective Related Parties (for the purposes of this Section 7.2, collectively, the "Indemnified Parties") shall be liable for any action taken or omitted to be taken representation made by any Indemnified Party under or Obligor in connection with this Agreement any Finance Document is true;
(ii) no Default has occurred; and
(iii) no Obligor is in breach of or the other Credit Documentsin default of its obligations under any Finance Document to which it is a party unless, INCLUDING ANY INDEMNIFIED PARTY'S OWN NEGLIGENCE, except for any Indemnified Party's gross negligence or willful misconduct. Without limitation of the generality of the foregoingin each such case, the Facility Agent and the Issuing Bank: (a) may treat the payee of any Note as the holder thereof until the Agent receives written has actual knowledge or actual notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Agent; contrary;
(b) assume that the Dollar Lending Office of each Lender is that specified on the signature pages attached to the Common Terms Agreement (and, in the case of a Transferee Lender, at the end of the Transfer Certificate to which it is a party as Transferee Lender) until it has received from any Lender a notice designating some other office of such Lender to replace its Dollar Lending Office and may consult with legal counsel act upon any such notice until the same is superseded by a further such notice;
(including counsel c) engage and pay for the Borrower), independent public accountants, and other experts selected by it and shall not be liable for advice or services of any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsellawyers, accountants, surveyors or experts; (c) makes no warranty other experts whose advice or representation services may seem necessary, expedient or desirable to it and rely upon any Bank and shall not be responsible to any Bank for any statements, warranties, or representations made in or in connection with this Agreement or the other Credit Documents; advice so obtained;
(d) shall not have any duty to ascertain or to inquire rely as to any matters of fact which might reasonably be expected to be within the performance or observance knowledge of any Obligor upon a certificate signed by or on behalf of the terms, covenants, or conditions of this Agreement or any other Credit Document on the part of the Credit Parties or to inspect the property (including the books and records) of the Credit Parties; such Obligor;
(e) shall not be responsible to any Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency, or value of this Agreement or any other Credit Document; and (f) shall incur no liability under or in respect of this Agreement or any other Credit Document by acting rely upon any notice, consent, certificate, communication or other instrument or writing (which may be by telecopier or telex) reasonably document believed by it to be genuine genuine;
(f) refrain from exercising any right, power or discretion vested in it as an agent under any Finance Document unless and signed or sent until instructed by the proper party Required Lenders as to whether or partiesnot such right, power or discretion is to be exercised and, if it is to be exercised, as to the manner in which it should be exercised;
(g) in the absence of instructions from the Required Lenders (or, if appropriate, all the Lenders), act (or refrain from taking action) as it considers to be in the best interests of the Lenders;
(h) refrain from acting in accordance with any instructions of the Required Lenders to begin any legal action or proceeding arising out of or in connection with any Finance Document until it shall have received such security and/or further indemnities as it may require (whether by way of payment in advance or otherwise) for all costs, claims, expenses (including legal fees and expenses on a full indemnity basis) and liabilities which it will or may expend or incur in complying with such instructions; and
(i) hold or place any Finance Document and any document coming into its possession or control pursuant thereto in safe custody with any bank or other person whose business includes the safe custody of documents or with a lawyer or firm of lawyers in any part of the world, without responsibility to any Finance Party for any loss incurred by reason of any action or inaction on the part of any such person or for the supervision of any such person and may pay all sums required to be paid on account of or in respect of the foregoing.
Appears in 1 contract
Reliance Etc. Neither the Administrative Agent, the Issuing Bank, nor any of their respective Related Parties (for the purposes of this Section 7.2, collectively, the "“Indemnified Parties"”) shall be liable for any action taken or omitted to be taken by any Indemnified Party under or in connection with this Agreement or the other Credit Documents, INCLUDING ANY INDEMNIFIED PARTY'S ’S OWN NEGLIGENCE, except for any Indemnified Party's ’s gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent and the Issuing Bank: (a) may treat the payee of any Revolving Loan Note as the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Administrative Agent; (b) may consult with legal counsel (including counsel for the BorrowerBorrowers), independent public accountants, and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, or experts; (c) makes no warranty or representation to any Bank and shall not be responsible to any Bank for any statements, warranties, or representations made in or in connection with this Agreement or the other Credit Documents; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants, or conditions of this Agreement or any other Credit Document on the part of the Credit Parties or to inspect the property (including the books and records) of the Credit Parties; (e) shall not be responsible to any Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency, or value of this Agreement or any other Credit Document; and (f) shall incur no liability under or in respect of this Agreement or any other Credit Document by acting upon any notice, consent, certificate, or other instrument or writing (which may be by telecopier or telex) reasonably believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 1 contract
Reliance Etc. Neither None of the Operating Agent, the Issuing Bank, any Affiliate ------------- thereof nor any of their respective Related Parties (for the purposes of this Section 7.2directors, collectivelyofficers, the "Indemnified Parties") shall agents or employees will be liable for any action taken or omitted to be taken by any Indemnified Party of them under or in connection with this Agreement Agreement, the Program Documents or the other Credit Related Documents, INCLUDING ANY INDEMNIFIED PARTY'S OWN NEGLIGENCE, except for any Indemnified Party's when caused solely by their own gross negligence or willful misconduct. Without limitation of limiting the generality of the foregoing, and notwithstanding any term or provision hereof to the Agent contrary, the Seller, the Servicer and the Issuing Bank: Purchaser hereby acknowledge and agree that the Operating Agent (a) may treat acts as agent hereunder for the payee of Purchaser and has no duties or obligations to, will incur no liabilities or obligations to, and does not act as an agent in any Note as capacity for, the holder thereof until Seller or the Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Agent; Originator, (b) may consult with legal counsel (including counsel for the Borrower)counsel, independent public accountants, accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; , (c) makes no warranty or representation to any Bank hereunder and shall not be responsible to any Bank for any statements, warranties, warranties or representations made in or in connection with this Agreement Agreement, the Program Documents or the other Credit Related Documents; , (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants, covenants or conditions of this Agreement Agreement, the Program Documents or any other Credit Document Related Documents on the part of the Credit Parties Seller, the Servicer or the Purchaser or to inspect the property (including the books and records) of the Credit Parties; Seller, the Servicer or the Purchaser, (e) shall not be responsible to any Bank the Seller, the Servicer or the Purchaser for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or any other Credit Document; and instrument or document furnished pursuant hereto (including the Related Documents), (f) shall incur no liability under or in respect of this Agreement Agreement, the Program Documents or any other Credit Document the Related Documents by acting upon any noticenotice or communication (including a communication by telephone), consent, certificate, certificate or other instrument or writing (which may be by telecopier or telex) reasonably believed by it to be genuine and signed signed, sent or sent communicated by the proper party or partiesparties and (g) shall not be bound to make any investigation into the facts or matters stated in any notice or other communication hereunder and may rely on the accuracy of such facts or matters.
Appears in 1 contract
Sources: Receivables Purchase and Servicing Agreement (New Pameco Georgia Corp)
Reliance Etc. Neither the AgentThe Agent and its directors, the Issuing Bankofficers, nor any of their respective Related Parties (for the purposes of this Section 7.2, collectively, the "Indemnified Parties") agents or employees shall not be liable for any action taken or omitted to be taken by any Indemnified Party it or them under or in connection with this Agreement or the other Credit Documents, INCLUDING ANY INDEMNIFIED PARTY'S OWN NEGLIGENCEAgreement, except for any Indemnified Party's such acts or omissions of such Person constituting gross negligence or willful misconductmisconduct on the part of such Person (IT BEING THE EXPRESS INTENTION OF THE PARTIES THAT THE AGENT AND ITS DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS SHALL HAVE NO LIABILITY FOR ACTIONS AND OMISSIONS HEREUNDER RESULTING THAT CONSTITUTE ORDINARY NEGLIGENCE, WHETHER SOLE OR CONTRIBUTORY OR RESULT IN STRICT LIABILITY). Without limitation of the generality of the foregoing, the Agent and the Issuing BankAgent: (a) may treat the payee of any Note as the holder thereof until the Agent receives written notice and accepts an Assignment and Acceptance entered into by the Bank which is the payee of such Note, as assignor, and an Eligible Assignee, as assignee, as provided in Section 9.02, and the assignment or transfer thereof signed by Agent notifies such payee and in form satisfactory to the AgentPerson thereof; (b) may consult with legal counsel (including counsel for the Borrower), independent public accountants, accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; (c) makes no warranty or representation to any Bank and shall not be responsible to any Bank for any statements, warranties, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Credit Loan Documents; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants, covenants or conditions of this Agreement or any the other Credit Document Loan Documents on the part of the Credit Parties Borrower or any other Person or to inspect the property (including the books and records) of the Credit PartiesBorrower or any other Person; (e) shall not be responsible to any Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement any Loan Document, any collateral provided for therein, or any other Credit Documentinstrument or document furnished pursuant thereto; and (f) shall incur no liability under or in respect of this Agreement or any other Credit Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telecopier, telegram, cable or telex) reasonably believed by it to be genuine and signed or sent by the proper party or parties. The Agent and its directors, officers, employees or agents shall not have any responsibility to the Borrower on account of the failure or delay in performance or breach by any Bank of any of its obligations hereunder or to any Bank on account of the failure of or delay in performance or breach by any other Bank or the Borrower of any of their respective obligations hereunder or in connection herewith.
Appears in 1 contract
Sources: Credit Agreement (Kirby Corp)
Reliance Etc. Neither None of the Agent, the Issuing Bank, nor Agent or any of their respective Related Parties (for the purposes of this Section 7.2its directors, collectivelyofficers, the "Indemnified Parties") agents, Affiliates or employees shall be liable for any action taken or omitted to be taken by any Indemnified Party it under or in connection with this Agreement or the other Credit Loan Documents, INCLUDING ANY INDEMNIFIED PARTY'S OWN NEGLIGENCE, except for any Indemnified Party's its own gross negligence or willful misconductmisconduct as determined by a final judgment of a court of competent jurisdiction. Without limitation of limiting the generality of the foregoing, the Agent and the Issuing Bank: (ai) may treat the payee of any Note Revolving Credit Notes as the holder thereof until the Agent receives written notice of the assignment or transfer thereof thereof, pursuant to Section 12.08 hereof, signed by such payee and in form satisfactory to the Agentit; (bii) may consult with legal counsel (including including, without limitation, counsel for to the BorrowerBorrowers), independent public accountants, and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; (ciii) makes no warranty or representation to any Bank Lender and shall not be responsible to any Bank Lender for any statements, warrantiescertificates, warranties or representations made in or in connection with this Agreement or the other Credit Loan Documents; (div) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants, covenants or conditions of this Agreement or any the other Credit Document Loan Documents on the part of the Credit Parties any Person or to inspect the Collateral or other property (including including, without limitation, the books and records) of the Credit Partiesany Person; (ev) shall not be responsible to any Bank Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or the other Loan Documents or any other Credit Documentinstrument or document DOC ID - 18336046.11 furnished pursuant hereto or thereto; (vi) shall not be deemed to have made any representation or warranty regarding the existence, value or collectibility of the Collateral, the existence, priority or perfection of the Lenders' Lien thereon, or the Borrowing Base or any certificate prepared by the Borrowers in connection therewith, nor shall the Agent be responsible or liable to the Lenders for any failure to monitor or maintain the Borrowing Base or any portion of the Collateral, except for its own gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction; and (fvii) shall incur no liability under or in respect of this Agreement or any the other Credit Document Loan Documents by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier including any telephonic notice, electronic message, Internet or telexintranet website posting or other distribution) reasonably believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 1 contract
Reliance Etc. Neither the Agent, the Issuing Bank, Administrative Agent nor any of their respective Related Parties (for the purposes of this Section 7.2its directors, collectivelyofficers, the "Indemnified Parties") agents or employees shall be liable for any action taken or omitted to be taken by any Indemnified Party it or them under or in connection with this Agreement or the other Credit Financing Documents, INCLUDING ANY INDEMNIFIED PARTY'S OWN NEGLIGENCE, except for any Indemnified Party's its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent and the Issuing Bank: (a) the Administrative Agent may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice and accepts an Assignment and Acceptance entered into by the 82 AESC Amended and Restated Credit Agreement Lender Party that is the payee of the assignment or transfer thereof signed by such payee Note, as assignor, and an Eligible Assignee, as assignee, as provided in form satisfactory to the AgentSection 8.07; (b) the Administrative Agent may consult with legal counsel (including counsel for the Borrower), independent public accountants, accountants and other experts selected in good faith by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; (c) the Administrative Agent makes no warranty or representation to any Bank Lender Party and shall not be responsible to any Bank Lender Party for any statements, warranties, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Credit Financing Documents; (d) the Administrative Agent shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants, covenants or conditions of this Agreement or any other Credit Financing Document on the part of the Credit Parties Borrower or to inspect the property (including the books and records) of the Credit PartiesBorrower (except to confirm receipt of items expressly required to be delivered to the Administrative Agent in Article III); (e) the Administrative Agent shall not be responsible to any Bank Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiencysufficiency or value of, or value the perfection or priority of this Agreement any lien or security interest created or purported to be created under or in connection with, any Financing Document or any other Credit Documentinstrument or document furnished pursuant thereto; and (f) the Administrative Agent shall incur no liability under or in respect of this Agreement or any other Credit Financing Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telegram, telecopy or telex) reasonably believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 1 contract
Reliance Etc. Neither (a) None of the Agent, the Issuing Bank, Agents nor any of their respective Related Parties (for the purposes of this Section 7.2directors, collectivelyofficers, the "Indemnified Parties") agents or employees shall be liable for any action taken or omitted to be taken by any Indemnified Party it or them under or in connection with this Agreement or the other Credit Loan Documents, INCLUDING ANY INDEMNIFIED PARTY'S OWN NEGLIGENCE, except for any Indemnified Party's its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent and the Issuing BankAdministrative Agent: (ai) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice and accepts an Assignment and Acceptance entered into by the Lender which is the payee of the assignment or transfer thereof signed by such payee Note, as assignor, and an Eligible Assignee, as assignee, as provided in form satisfactory to the AgentSection 9.07; (bii) may consult with legal counsel (including counsel for the any Borrower), independent public accountants, accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; (ciii) makes no warranty or representation to any Lender or Issuing Bank and shall not be responsible to any Lender or Issuing Bank for any statements, warranties, warranties or SECOND AMENDED AND RESTATED CREDIT AGREEMENT representations (whether written or oral) made in or in connection with this Agreement or the other Credit DocumentsAgreement; (div) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants, covenants or conditions of this Agreement or any other Credit Document on the part of the Credit Parties any Borrower or to inspect the property (including the books and records) of the Credit Partiesany Borrower; (ev) shall not be responsible to any Bank Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or any other Credit Documentinstrument or document furnished pursuant hereto; and (fvi) shall be entitled to rely upon, and shall incur no liability under or in respect of this Agreement or any other Credit Document by acting upon upon, any notice, request, consent, certificate, statement or other instrument instrument, document or writing (which may be by telecopier telecopier/fax, telegram, cable or telex, any other electronic message, Internet or intranet website posting or other distribution) reasonably believed by it to be genuine and signed or sent by the proper party or parties.
(b) The Joint Lead Arrangers and Joint Bookrunners, as such, the Syndication Agent, as such, and the Documentation Agents, as such, each referred to on the cover page hereto, shall have no duties or obligations whatsoever to the Lenders under or with respect to this Agreement, any of the other Loan Documents or any other document or any matter related thereto, except in its capacity, as applicable, as the Administrative Agent, a Lender or an Issuing Bank hereunder.
(c) The Administrative Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until notice describing such Default or Event of Default is given to the Administrative Agent by the Company, any other Borrower, a Lender or an Issuing Bank.
(d) The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.
(e) The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective officers, directors, employees, agents, advisors and Affiliates. The exculpatory provisions of this Article shall apply to any such sub-agent and to the officers, directors, employees, agents, advisors and Affiliates of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent.
Appears in 1 contract
Reliance Etc. Neither the Agent, the Each LC Issuing Bank, nor any of their respective Related Parties (for the purposes of this Section 7.2, collectively, the "Indemnified Parties") Bank shall be liable for any action taken or omitted entitled (but not obligated) to rely, and shall be taken fully protected in relying, on the representation and warranty by any Indemnified Party under or each Requesting Borrower set forth in the last sentence of Section 3.02 to establish whether the conditions specified in clauses (c) and (d) of Section 3.02 are met in connection with this Agreement any issuance or the other Credit Documentsextension of a Letter of Credit. Each LC Issuing Bank shall be entitled to rely, INCLUDING ANY INDEMNIFIED PARTY'S OWN NEGLIGENCEand shall be fully protected in relying, except for any Indemnified Party's gross negligence or willful misconduct. Without limitation upon advice and statements of the generality of the foregoing, the Agent and the Issuing Bank: (a) may treat the payee of any Note as the holder thereof until the Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Agent; (b) may consult with legal counsel (including counsel for the Borrower)counsel, independent public accountants, accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, or experts; (c) makes no warranty or representation to any LC Issuing Bank and shall not be responsible to any Bank for any statements, warranties, or representations made in or in connection with this Agreement or the other Credit Documents; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants, or conditions of this Agreement or any other Credit Document on the part of the Credit Parties or to inspect the property (including the books and records) of the Credit Parties; (e) shall not be responsible to any Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency, or value of this Agreement or any other Credit Document; and (f) shall incur no liability under or in respect of this Agreement or any other Credit Document by acting upon any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other instrument or writing (which may be by telecopier or telex) reasonably document believed by it in good faith to be genuine and signed correct and to have been signed, sent or sent made by the proper party Person or parties.Persons, and may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary unless the beneficiary and the relevant Requesting Borrower shall have notified such LC Issuing Bank that such documents do not comply with the terms and conditions of such Letter of Credit. Any LC Issuing Bank shall be fully justified in refusing to take any action requested of it under this Section in respect of any Letter of Credit issued by it unless it shall first have received such advice or concurrence of the Required Banks as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Banks against any and all liability and expense which may be incurred by it by reason of taking or continuing to take, or omitting or continuing to omit, any such action. Notwithstanding any other provision of this Section, each LC Issuing Bank shall in all cases be fully protected in acting, or in refraining from acting, under this Section in respect of any Letter of Credit in accordance with a request of the Required Banks, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Banks and all future holders of participations in such Letter of Credit; provided that this sentence shall not
Appears in 1 contract
Sources: Credit Agreement (Vencor Inc)
Reliance Etc. Neither (a) None of the Agent, the Issuing Bank, Agents nor any of their respective Related Parties (for the purposes of this Section 7.2directors, collectivelyofficers, the "Indemnified Parties") agents or employees shall be liable for any action taken or omitted to be taken by any Indemnified Party it or them under or in connection with this Agreement or the other Credit Loan Documents, INCLUDING ANY INDEMNIFIED PARTY'S OWN NEGLIGENCE, except for any Indemnified Party's its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent and the Issuing BankAdministrative Agent: (ai) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice and accepts an Assignment and Acceptance entered into by the Lender which is the payee of the assignment or transfer thereof signed by such payee Note, as assignor, and an Eligible Assignee, as assignee, as provided in form satisfactory to the AgentSection 9.07; (bii) may consult with legal counsel (including counsel for the any Borrower), independent public accountants, accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; (ciii) makes no warranty or representation to any Bank Lender and shall not be responsible to any Bank Lender for any statements, warranties, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Credit DocumentsAgreement; (div) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants, covenants or conditions of this Agreement or any other Credit Document on the part of the Credit Parties any Borrower or to inspect the property (including the books and records) of the Credit Partiesany Borrower; (ev) shall not be responsible to any Bank Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or any other Credit Documentinstrument or document furnished pursuant hereto; and (fvi) shall incur no liability under or in respect of this Agreement or any other Credit Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telecopier, telegram, cable or telex) reasonably believed by it to be genuine and signed or sent by the proper party or parties.
(b) The Arrangers, as such, the Co-Documentation Agents, as such, and the Syndication Agent, as such, each referred to on the cover page hereto, shall have no duties or
Appears in 1 contract
Sources: Term Loan Agreement (FMC Corp)
Reliance Etc. Neither None of the Agent, the Issuing Bank, nor any of their Affiliates and their respective Related Parties (for the purposes of this Section 7.2directors, collectivelyofficers, the "Indemnified Parties") agents or employees shall be liable for any action taken or omitted to be taken by any Indemnified Party it or them under or in connection with this Agreement or the other Credit Documents, INCLUDING ANY INDEMNIFIED PARTY'S OWN NEGLIGENCEAgreement, except for any Indemnified Party's its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent and the Issuing Bank: (a) may treat the payee of any Note as the holder thereof until the Agent receives written notice and accepts an Assignment and Acceptance entered into by the Bank which is the payee of the assignment or transfer thereof signed by such payee Note, as assignor, and an Eligible Assignee, as assignee, as provided in form satisfactory to the AgentSection 9.02; (b) may consult with legal counsel (including counsel for the Borrower), independent public accountants, accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; (c) makes no warranty or representation to any Bank and shall not be responsible to any Bank for any statements, warranties, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Credit Loan Documents; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants, covenants or conditions of this Agreement or any the other Credit Document Loan Documents on the part of the Credit Parties Borrower or any other Person or to inspect the property (including the books and records) of the Credit PartiesBorrower or any other Person; (e) shall not be responsible to any Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement any Loan Document, any collateral provided for therein, or any other Credit Documentinstrument or document furnished pursuant thereto; and (f) shall incur no liability under or in respect of this Agreement or any other Credit Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telecopier, telegram, cable or telex) reasonably believed by it to be genuine and signed or sent by the proper party or parties. None of the Agent, the Issuing Bank, their Affiliates and their respective directors, officers, employees or agents shall have any responsibility to the Borrower on account of the failure or delay in performance or breach by any Bank of any of its obligations hereunder or to any Bank on account of the failure of or delay in performance or breach by any other Bank or the Borrower of any of its obligations hereunder or in connection herewith; provided, however, that the foregoing shall not relieve BTCo of its obligations as a Bank hereunder.
Appears in 1 contract
Reliance Etc. Neither None of the Administrative Agent, the Issuing Bank, nor any of their Affiliates and their respective Related Parties (for the purposes of this Section 7.2directors, collectivelyofficers, the "Indemnified Parties") agents or employees shall be liable for any action taken or omitted to be taken by any Indemnified Party it or them under or in connection with this Agreement or the other Credit Documents, INCLUDING ANY INDEMNIFIED PARTY'S OWN NEGLIGENCEAgreement, except for any Indemnified Party's its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent and the Issuing Bank: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice and accepts an Assignment and Acceptance entered into by the Bank which is the payee of the assignment or transfer thereof signed by such payee Note, as assignor, and an Eligible Assignee, as assignee, as provided in form satisfactory to the AgentSection 9.02; (b) may consult with legal counsel (including counsel for the Borrower), independent public accountants, accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; (c) makes no warranty or representation to any Bank and shall not be responsible to any Bank for any statements, warranties, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Credit Loan Documents; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants, covenants or conditions of this Agreement or any the other Credit Document Loan Documents on the part of the Credit Parties Borrower or any other Person or to inspect the property (including the books and records) of the Credit PartiesBorrower or any other Person; (e) shall not be responsible to any Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement any Loan Document, any collateral provided for therein, or any other Credit Documentinstrument or document furnished pursuant thereto; and (f) shall incur no liability under or in respect of this Agreement or any other Credit Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telecopier, telegram, cable or telex) reasonably believed by it to be genuine and signed or sent by the proper party or parties. None of the Administrative Agent, the Issuing Bank, their Affiliates and their respective directors, officers, employees or agents shall have any responsibility to the Borrower on account of the failure or delay in performance or breach by any Bank of any of its obligations hereunder or to any Bank on account of the failure of or delay in performance or breach by any other Bank or the Borrower of any of its obligations hereunder or in connection herewith; provided, however, that the foregoing shall not relieve ABN of its obligations as a Bank hereunder.
Appears in 1 contract
Reliance Etc. Neither (a) None of the Agent, the Issuing Bank, Agents nor any of their respective Related Parties (for the purposes of this Section 7.2directors, collectivelyofficers, the "Indemnified Parties") agents or employees shall be liable for any action taken or omitted to be taken by any Indemnified Party it or them under or in connection with this Agreement or the other Credit Loan Documents, INCLUDING ANY INDEMNIFIED PARTY'S OWN NEGLIGENCE, except for any Indemnified Party's its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent and the Issuing BankAdministrative Agent: (ai) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice and accepts an Assignment and Acceptance entered into by the Lender which is the payee of the assignment or transfer thereof signed by such payee Note, as assignor, and an Eligible Assignee, as assignee, as provided in form satisfactory to the AgentSection 9.07; (bii) may consult with legal counsel (including counsel for the any Borrower), independent public accountants, accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; (ciii) makes no warranty or representation to any Lender or Issuing Bank and shall not be responsible to any Lender or Issuing Bank for any statements, warranties, warranties or representations AMENDED AND RESTATED CREDIT AGREEMENT (whether written or oral) made in or in connection with this Agreement or the other Credit DocumentsAgreement; (div) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants, covenants or conditions of this Agreement or any other Credit Document on the part of the Credit Parties any Borrower or to inspect the property (including the books and records) of the Credit Partiesany Borrower; (ev) shall not be responsible to any Bank Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or any other Credit Documentinstrument or document furnished pursuant hereto; and (fvi) shall incur no liability under or in respect of this Agreement or any other Credit Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telecopier, telegram, cable or telex) reasonably believed by it to be genuine and signed or sent by the proper party or parties.
(b) The Joint Lead Arrangers and Joint Book Managers, as such, the Syndication Agent, as such, and the Documentation Agents, as such, each referred to on the cover page hereto, shall have no duties or obligations whatsoever to the Lenders under or with respect to this Agreement, the Notes or any other document or any matter related thereto.
Appears in 1 contract
Reliance Etc. Neither the Agent, the Issuing Bank, nor Each Facilities Agent may:
(a) assume that:
(i) any of their respective Related Parties (for the purposes of this Section 7.2, collectively, the "Indemnified Parties") shall be liable for any action taken or omitted to be taken representation made by any Indemnified Party under or Obligor in connection with this Agreement any Finance Document is true;
(ii) no Default has occurred; and
(iii) no Obligor is in breach of or the other Credit Documentsin default of its obligations under any Finance Document to which it is a party unless, INCLUDING ANY INDEMNIFIED PARTY'S OWN NEGLIGENCEin each such case, except for any Indemnified Party's gross negligence such Facilities Agent has actual knowledge or willful misconduct. Without limitation of the generality of the foregoing, the Agent and the Issuing Bank: (a) may treat the payee of any Note as the holder thereof until the Agent receives written actual notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Agent; contrary;
(b) assume that the Dollar Lending Office of each Senior Lender is that specified on the signature pages attached hereto (and, in the case of a transferee of any Senior Lender, as specified to such Facilities Agent by the transferee of such Senior Lender at the time of making such transfer) until it has received from any Senior Lender a notice designating some other office of such Senior Lender to replace its Dollar Lending Office and may consult with legal counsel act upon any such notice until the same is superseded by a further such notice;
(including counsel c) engage and pay for the Borrower), independent public accountants, and other experts selected by it and shall not be liable for advice or services of any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsellawyers, accountants, surveyors or experts; other experts whose advice or services may seem necessary, expedient or desirable to it (cincluding the Independent Engineer and the Insurance Consultant) makes no warranty or representation to and rely upon any Bank and shall not be responsible to any Bank for any statements, warranties, or representations made in or in connection with this Agreement or the other Credit Documents; advice so obtained;
(d) shall not have any duty to ascertain or to inquire rely as to any matters of fact which might reasonably be expected to be within the performance or observance knowledge of any Obligor upon a certificate signed by or on behalf of the terms, covenants, or conditions of this Agreement or any other Credit Document on the part of the Credit Parties or to inspect the property (including the books and records) of the Credit Parties; such Obligor;
(e) shall not be responsible to any Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency, or value of this Agreement or any other Credit Document; and (f) shall incur no liability under or in respect of this Agreement or any other Credit Document by acting rely upon any notice, consent, certificate, communication or other instrument or writing (which may be by telecopier or telex) reasonably document believed by it to be genuine genuine;
(f) refrain from exercising any right, power or discretion vested in it as an agent under any Finance Document unless and signed or sent until instructed by the proper party Required Lenders as to whether or partiesnot such right, power or discretion is to be exercised and, if it is to be exercised, as to the manner in which it should be exercised;
(g) in the absence of instructions from the Required Senior Lenders (or, if appropriate, all the Senior Lenders) or in the case of emergency where such Facilities Agent is not able to obtain such instructions in a timely manner, act (or refrain from taking action) as it considers to be in the best interests of the Senior Lenders;
(h) refrain from acting in accordance with any instructions of the Required Senior Lenders to begin any legal action or proceeding arising out of or in connection with any Finance Document until it shall have received such security and/or further indemnities as it may require (whether by way of payment in advance or otherwise) for all costs, claims, expenses (including legal fees and expenses on a full indemnity basis) and liabilities which it will or may expend or incur in complying with such instructions;
(i) hold or place any Finance Document and any document coming into its possession or control pursuant thereto in safe custody with any bank or other person whose business includes the safe custody of documents or with a lawyer or firm of lawyers in any part of the world, without responsibility to any Finance Party for any loss incurred by reason of any action or inaction on the part of any such person or for the supervision of any such person and may pay all sums required to be paid on account of or in respect of the foregoing; and
(j) in the case of the Principal Facilities Agent, give instructions and directions to each Securities Representative in a manner consistent with the provisions of this Agreement (including the foregoing provisions of this Clause).
Appears in 1 contract
Reliance Etc. Neither the Agent, the Issuing Bank, Administrative Agent nor any of their respective Related Parties (for the purposes of this Section 7.2its directors, collectivelyofficers, the "Indemnified Parties") agents or employees shall be liable for any action taken or omitted to be taken by any Indemnified Party it or them under or in connection with this Agreement or the other Credit Financing Documents, INCLUDING ANY INDEMNIFIED PARTY'S OWN NEGLIGENCE, except for any Indemnified Party's its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent and the Issuing Bank: (a) the Administrative Agent may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice and accepts an Assignment and Acceptance entered into by the Lender Party that is the payee of the assignment or transfer thereof signed by such payee Note, as assignor, and an Eligible Assignee, as assignee, as provided in form satisfactory to the AgentSection 8.07; (b) the Administrative Agent may consult with legal counsel (including counsel for the Borrower), independent public accountants, accountants and other experts selected in good faith by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; (c) the Administrative Agent makes no warranty or representation to any Bank Lender Party and shall not be responsible to any Bank Lender Party for any statements, warranties, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Credit Financing Documents; (d) the Administrative Agent shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants, covenants or conditions of this Agreement or any other Credit Financing Document on the part of the Credit Parties Borrower or to inspect the property (including the books and records) of the Credit PartiesBorrower (except to confirm receipt of items expressly required to be delivered to the Administrative Agent in Article III); (e) the Administrative Agent 73 AESC Credit Agreement shall not be responsible to any Bank Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiencysufficiency or value of, or value the perfection or priority of this Agreement any lien or security interest created or purported to be created under or in connection with, any Financing Document or any other Credit Documentinstrument or document furnished pursuant thereto; and (f) the Administrative Agent shall incur no liability under or in respect of this Agreement or any other Credit Financing Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telegram, telecopy or telex) reasonably believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 1 contract
Reliance Etc. Neither None of the Agent, the Issuing Bank, nor Administrative Agent or any of their respective Related Parties (for the purposes of this Section 7.2its directors, collectivelyofficers, the "Indemnified Parties") agents or employees shall be liable for any action taken or omitted to be taken by any Indemnified Party it or them under or in connection with this Agreement or the other Credit Documents, INCLUDING ANY INDEMNIFIED PARTY'S OWN NEGLIGENCEAgreement, except for any Indemnified Party's its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent and the Issuing BankAdministrative Agent: (ai) may treat the payee of Lender that made any Note Advance as the holder thereof of the Debt resulting therefrom until the Administrative Agent receives written notice of and accepts an Assumption Agreement entered into by an Assuming Lender as provided in Section 2.15 or 2.16, as the assignment case may be, or transfer thereof signed an Assignment and Acceptance entered into by such payee Lender, as assignor, and an assignee, as provided in form satisfactory to the AgentSection 8.07; (bii) may consult with legal counsel (including counsel for the Borrower), independent public accountants, accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; (ciii) makes no warranty or representation to any Bank Lender and shall not be responsible to any Bank Lender for any statements, warranties, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Credit DocumentsAgreement; (div) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants, covenants or conditions of this Agreement or any other Credit Document on the part of the Credit Parties Borrower or any Borrowing Subsidiary or to inspect the property (including the books and records) of the Credit PartiesBorrower or any Borrowing Subsidiary; (ev) shall not be responsible to any Bank Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or any other Credit Documentinstrument or document furnished pursuant hereto; and (fvi) shall incur no liability under or in respect of this Agreement or any other Credit Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telecopier, telegram or telex) reasonably believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 1 contract
Reliance Etc. Neither the Agent, the Issuing Bank, nor The Facility Agent may:
(a) assume that:
(i) any of their respective Related Parties (for the purposes of this Section 7.2, collectively, the "Indemnified Parties") shall be liable for any action taken or omitted to be taken representation made by any Indemnified Party under or Obligor in connection with this Agreement any Finance Document is true;
(ii) no Default has occurred; and
(iii) no Obligor is in breach of or the other Credit Documentsin default of its obligations under any Finance Document to which it is a party unless, INCLUDING ANY INDEMNIFIED PARTY'S OWN NEGLIGENCE, except for any Indemnified Party's gross negligence or willful misconduct. Without limitation of the generality of the foregoingin each such case, the Facility Agent and the Issuing Bank: (a) may treat the payee of any Note as the holder thereof until the Agent receives written has actual knowledge or actual notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Agent; contrary;
(b) assume that the Dollar Lending Office of each Lender is that specified on the signature pages attached to the Common Terms Agreement (and, in the case of a Transferee Lender, at the end of the Transfer Certificate to which it is a party as Transferee Lender) until it has received from any Lender a notice designating some other office of such Lender to replace its Dollar Lending Office and may consult with legal counsel act upon any such notice until the same is superseded by a further such notice;
(including counsel c) engage and pay for the Borrower), independent public accountants, and other experts selected by it and shall not be liable for advice or services of any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsellawyers, accountants, surveyors or experts; (c) makes no warranty other experts whose advice or representation services may seem necessary, expedient or desirable to it and rely upon any Bank and shall not be responsible to any Bank for any statements, warranties, or representations made in or in connection with this Agreement or the other Credit Documents; advice so obtained;
(d) shall not have any duty to ascertain or to inquire rely as to any matters of fact which might reasonably be expected to be within the performance or observance knowledge of any Obligor upon a certificate signed by or on behalf of the terms, covenants, or conditions of this Agreement or any other Credit Document on the part of the Credit Parties or to inspect the property (including the books and records) of the Credit Parties; such Obligor;
(e) shall not be responsible to any Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency, or value of this Agreement or any other Credit Document; and (f) shall incur no liability under or in respect of this Agreement or any other Credit Document by acting rely upon any notice, consent, certificate, communication or other instrument or writing (which may be by telecopier or telex) reasonably document believed by it to be genuine genuine;
(f) refrain from exercising any right, power or discretion vested in it as an agent under any Finance Document unless and signed or sent until instructed by the proper party Required Lenders as to whether or parties.not such right, power or discretion is to be exercised and, if it is to be exercised, as to the manner in which it should be exercised;
(g) in the absence of instructions from the Required Lenders (or, if appropriate, all the Lenders), act (or refrain from taking action) as it considers to be in the best interests of the Lenders;
Appears in 1 contract
Reliance Etc. Neither the Agent, the Issuing Bank, nor The Agent may:
(a) assume that:
(i) any of their respective Related Parties (for the purposes of this Section 7.2, collectively, the "Indemnified Parties") shall be liable for any action taken or omitted to be taken representation made by any Indemnified Party under or Obligor in connection with this Agreement any Loan Document is true;
(ii) no Default has occurred; and
(iii) no Obligor is in breach of or the other Credit Documents, INCLUDING ANY INDEMNIFIED PARTY'S OWN NEGLIGENCE, except for in default of its obligations under any Indemnified Party's gross negligence or willful misconduct. Without limitation of the generality of the foregoing, Loan Document to which it is a party unless the Agent and the Issuing Bank: (a) may treat the payee of any Note as the holder thereof until the Agent receives written has actual knowledge or actual notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Agent; contrary;
(b) may consult with legal counsel (including counsel engage and pay for the Borrower), independent public accountants, and other experts selected by it and shall not be liable for advice or services of any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsellawyers, accountants, surveyors or experts; other experts whose advice or services may seem necessary, expedient or desirable to it and rely upon any advice so obtained;
(c) makes no warranty or representation rely as to any Bank and shall not matters of fact which might reasonably be responsible expected to be within the knowledge of any Bank for any statements, warranties, Obligor upon a certificate signed by or representations made in or in connection with this Agreement or the other Credit Documents; on behalf of such Obligor;
(d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants, or conditions of this Agreement or any other Credit Document on the part of the Credit Parties or to inspect the property (including the books and records) of the Credit Parties; (e) shall not be responsible to any Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency, or value of this Agreement or any other Credit Document; and (f) shall incur no liability under or in respect of this Agreement or any other Credit Document by acting rely upon any notice, consent, certificate, communication or other instrument or writing (which may be by telecopier or telex) reasonably document believed by it to be genuine genuine;
(e) refrain from exercising any right, power or discretion vested in it as an agent under any Loan Document unless and signed or sent until instructed by the proper party Required Lenders as to whether or partiesnot such right, power or discretion is to be exercised and, if it is to be exercised, as to the manner in which it should be exercised;
(f) refrain from acting in accordance with any instructions of Required Lenders to begin any legal action or proceeding arising out of or in connection with any Loan Document until it shall have received such security and/or further indemnities as it may require (whether by way of payment in advance or otherwise) for all costs, claims, expenses (including legal fees and expenses on a full indemnity basis) and liabilities which it will or may expend or incur in complying with such instructions; and
(g) hold or place any Loan Document and any document coming into its possession or control pursuant thereto in safe custody with any bank or other person whose business includes the safe custody of documents or with a lawyer or firm of lawyers in any part of the world, without responsibility to any Lender Party for any loss incurred by reason of any action or inaction on the part of any such person or for the supervision of any such person and may pay all sums required to be paid on account of or in respect of the foregoing.
Appears in 1 contract
Reliance Etc. Neither (a) None of the Agent, the Issuing Bank, Agents nor any of their respective Related Parties (for the purposes of this Section 7.2directors, collectivelyofficers, the "Indemnified Parties") agents or employees shall be liable for any action taken or omitted to be taken by any Indemnified Party it or them under or in connection with this Agreement or the other Credit Loan Documents, INCLUDING ANY INDEMNIFIED PARTY'S OWN NEGLIGENCE, except for any Indemnified Party's its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent and the Issuing BankAdministrative Agent: (ai) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice and accepts an Assignment and Acceptance entered into by the Lender which is the payee of the assignment or transfer thereof signed by such payee Note, as assignor, and an Eligible Assignee, as assignee, as provided in form satisfactory to the AgentSection 9.07; (bii) may consult with legal counsel (including counsel for the Borrower), independent public accountants, accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; (ciii) makes no warranty or representation to any Bank Lender and shall not be responsible to any Bank Lender for any statements, warranties, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Credit DocumentsAgreement; (div) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants, covenants or conditions of this Agreement or any other Credit Document on the part of the Credit Parties Borrower or to inspect the property (including the books and records) of the Credit PartiesBorrower; (ev) shall not be responsible to any Bank Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or any other Credit Documentinstrument or document furnished pursuant hereto; and (fvi) shall incur no liability under or in respect of this Agreement or any other Credit Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier electronic mail, telecopier, telegram, cable or telex) reasonably believed by it to be genuine and signed or sent by the proper party or parties.
(b) The Arrangers, as such, and the Syndication Agents, as such, each referred to on the cover page hereto, shall have no duties or obligations whatsoever to the Lenders under or with respect to this Agreement, the Notes or any other document or any matter related thereto.
Appears in 1 contract
Sources: Term Loan Agreement (FMC Corp)
Reliance Etc. Neither the Agent, the Issuing Bank, Administrative Agent nor any of their respective Related Parties (for the purposes of this Section 7.2its directors, collectivelyofficers, the "Indemnified Parties") agents or employees shall be liable for any action taken or omitted to be taken by any Indemnified Party it or them under or in connection with this Agreement or the other Credit Financing Documents, INCLUDING ANY INDEMNIFIED PARTY'S OWN NEGLIGENCE, except for any Indemnified Party's its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent and the Issuing Bank: (a) the Administrative Agent may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice and accepts an Assignment and Acceptance entered into by the Lender Party that is the payee of the assignment or transfer thereof signed by such payee Note, as assignor, and an Eligible Assignee, as assignee, as provided in form satisfactory to the AgentSection 8.07; (b) the Administrative Agent may consult with legal counsel (including counsel for the Borrower), independent public accountants, accountants and other experts selected in good faith by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; (c) the Administrative Agent makes no warranty or representation to any Bank Lender Party and shall not be responsible to any Bank Lender Party for any statements, warranties, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Credit Financing Documents; (d) the Administrative Agent shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants, covenants or conditions of this Agreement or any other Credit Financing Document on the part of the Credit Parties Borrower or to inspect the property (including the books and records) of the Credit PartiesBorrower (except to confirm receipt of items expressly required to be delivered to the Administrative Agent in Article III); (e) the Administrative Agent shall not be responsible to any Bank Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiencysufficiency or value of, or value the perfection or priority of this Agreement any lien or security interest created or purported to be created under or in connection with, any Financing Document or any other Credit Documentinstrument or document furnished pursuant thereto; and (f) the Administrative Agent shall incur no liability under or in respect of this Agreement or any other Credit Financing Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telegram, telecopy or telex) reasonably believed by it to be genuine and signed or sent by the proper party or parties.. 72 WPPC Credit Agreement
Appears in 1 contract
Reliance Etc. Neither (a) None of the Agent, the Issuing Bank, Agents nor any of their respective Related Parties (for the purposes of this Section 7.2directors, collectivelyofficers, the "Indemnified Parties") agents or employees shall be liable for any action taken or omitted to be taken by any Indemnified Party it or them under or in connection with this Agreement or the other Credit Loan Documents, INCLUDING ANY INDEMNIFIED PARTY'S OWN NEGLIGENCE, except for any Indemnified Party's its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent and the Issuing BankAdministrative Agent: (ai) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice and accepts an Assignment and Acceptance entered into by the Lender which is the payee of the assignment or transfer thereof signed by such payee Note, as assignor, and an Eligible Assignee, as assignee, as provided in form satisfactory to the AgentSection 9.07; (bii) may consult with legal counsel (including counsel for the any Borrower), independent public accountants, accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; (ciii) makes no warranty or representation to any Lender or Issuing Bank and shall not be responsible to any Lender or Issuing Bank for any statements, warranties, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Credit DocumentsAgreement; (div) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants, covenants or conditions of this Agreement or any other Credit Document on the part of the Credit Parties any Borrower or to inspect the property (including the books and records) of the Credit Partiesany Borrower; (ev) shall not be responsible to any Bank Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or any other Credit Documentinstrument or document furnished pursuant hereto; and (fvi) shall be entitled to rely upon, and shall incur no liability under or in respect of this Agreement or any other Credit Document by acting upon upon, any notice, request, consent, certificate, statement or other instrument instrument, document or writing (which may be by telecopier telecopier/fax, telegram, cable or telex, any other electronic message, Internet or intranet website posting or other distribution) reasonably believed by it to be genuine and signed or sent by the proper party or parties. FOURTH AMENDED AND RESTATED CREDIT AGREEMENT
(b) The Joint Bookrunners, as such, the Joint Lead Arrangers, as such, the Syndication Agents, as such, and the Documentation Agents, as such, each referred to on the cover page hereto, shall have no duties or obligations whatsoever to the Lenders under or with respect to this Agreement, any of the other Loan Documents or any other document or any matter related thereto, except in its capacity, as applicable, as the Administrative Agent, a Lender or an Issuing Bank hereunder.
(c) The Administrative Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until notice describing such Default or Event of Default is given to the Administrative Agent by the Company, any other Borrower, a Lender or an Issuing Bank.
(d) The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.
(e) The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective officers, directors, employees, agents, advisors and Affiliates. The exculpatory provisions of this Article shall apply to any such sub-agent and to the officers, directors, employees, agents, advisors and Affiliates of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent.
Appears in 1 contract
Reliance Etc. Neither None of the Agent, the Issuing Bank, nor Agent or any of their respective Related Parties (for the purposes of this Section 7.2its directors, collectivelyofficers, the "Indemnified Parties") agents, Affiliates or employees shall be liable for any action taken or omitted to be taken by any Indemnified Party it under or in connection with this Agreement or the other Credit Loan Documents, INCLUDING ANY INDEMNIFIED PARTY'S OWN NEGLIGENCE, except for any Indemnified Party's its own gross negligence or willful misconductmisconduct as determined by a final judgment of a court of competent jurisdiction. Without limitation of limiting the generality of the foregoing, the Agent and the Issuing Bank: (ai) may treat the payee of any Note Revolving Credit Notes as the holder thereof until the Agent receives written notice of the assignment or transfer thereof thereof, pursuant to Section 9.08 hereof, signed by such payee and in form satisfactory to the Agentit; (bii) may consult with legal counsel (including including, without limitation, counsel for to the Borrower), independent public accountants, and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; (ciii) makes no warranty or representation to any Bank Lender and shall not be responsible to any Bank Lender for any statements, warrantiescertificates, warranties or representations made in or in connection with this Agreement or the other Credit Loan Documents; (div) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants, covenants or conditions of this Agreement or any the other Credit Document Loan Documents on the part of the Credit Parties or to inspect the property (including the books and records) of the Credit Partiesany Person; (ev) shall not be responsible to any Bank Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or the other Loan Documents or any other Credit Documentinstrument or document furnished pursuant hereto or thereto; (vi) shall not be deemed to have made any representation or warranty regarding the existence, value or collectibility of the Borrowing Base or any certificate prepared by the Borrower in connection therewith, nor shall the Agent be responsible or liable to the Lenders for any failure to monitor or maintain the Borrowing Base, except for its own gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction; and (fvii) shall incur no liability under or in respect of this Agreement or any the other Credit Document Loan Documents by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telegram, telecopy, cable or telex) reasonably believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 1 contract
Reliance Etc. Neither the The Agent, the Issuing Bank, nor any of Funds Administrator and their respective Related Parties (for the purposes of this Section 7.2directors, collectivelyofficers, the "Indemnified Parties") agents or employees shall not be liable for any action taken or omitted to be taken by any Indemnified Party it or them under or in connection with this Agreement or the other Credit Documents, INCLUDING ANY INDEMNIFIED PARTY'S OWN NEGLIGENCEAgreement, except for any Indemnified Party's such acts or omissions of such Person constituting gross negligence or willful misconductmisconduct on the part of such Person (IT BEING THE EXPRESS INTENTION OF THE PARTIES THAT THE AGENT, THE FUNDS ADMINISTRATOR AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS SHALL HAVE NO LIABILITY FOR ACTIONS AND OMISSIONS HEREUNDER RESULTING THAT CONSTITUTE ORDINARY NEGLIGENCE, WHETHER SOLE OR CONTRIBUTORY) OR RESULT IN STRICT LIABILITY. Without limitation of the generality of the foregoing, each of the Agent and the Issuing BankFunds Administrator: (a) may treat the payee of any Note as the holder thereof until the Agent receives written notice and accepts an Assignment and Acceptance entered into by the Bank which is the payee of such Note, as assignor, and an Eligible Assignee, as assignee, as provided in Section 9.02, and the assignment or transfer thereof signed by Agent notifies such payee and in form satisfactory to the AgentPerson thereof; (b) may consult with legal counsel (including counsel for the Borrower), independent public accountants, accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; (c) makes no warranty or representation to any Bank and shall not be responsible to any Bank for any statements, warranties, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Credit Loan Documents; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants, covenants or conditions of this Agreement or any the other Credit Document Loan Documents on the part of the Credit Parties Borrower or any other Person or to inspect the property (including the books and records) of the Credit PartiesBorrower or any other Person; (e) shall not be responsible to any Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement any Loan Document, any collateral provided for therein, or any other Credit Documentinstrument or document furnished pursuant thereto; and (f) shall incur no liability under or in respect of this Agreement or any other Credit Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telecopier, telegram, cable or telex) reasonably believed by it to be genuine and signed or sent by the proper party or parties. The Agent, the Funds Administrator and their respective directors, officers, employees or agents shall not have any responsibility to the Borrower on account of the failure or delay in performance or breach by any Bank of any of its obligations hereunder or to any Bank on account of the failure of or delay in performance or breach by any other Bank or the Borrower of any of their respective obligations hereunder or in connection herewith.
Appears in 1 contract
Sources: Credit Agreement (Kirby Corp)
Reliance Etc. Neither (a) None of the Agent, the Issuing Bank, Agents nor any of their respective Related Parties (for the purposes of this Section 7.2directors, collectivelyofficers, the "Indemnified Parties") agents or employees shall be liable for any action taken or omitted to be taken by any Indemnified Party it or them under or in connection with this Agreement or the other Credit Loan Documents, INCLUDING ANY INDEMNIFIED PARTY'S OWN NEGLIGENCE, except for any Indemnified Party's its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent and the Issuing BankAdministrative Agent: (ai) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice and accepts an Assignment and Acceptance entered into by the Lender which is the payee of the assignment or transfer thereof signed by such payee Note, as assignor, and an Eligible Assignee, as assignee, as provided in form satisfactory to the AgentSection 9.07; (bii) may consult with legal counsel (including counsel for the any Borrower), independent public accountants, accountants FIFTH AMENDED AND RESTATED CREDIT AGREEMENT and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; (ciii) makes no warranty or representation to any Lender or Issuing Bank and shall not be responsible to any Lender or Issuing Bank for any statements, warranties, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Credit DocumentsAgreement; (div) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants, covenants or conditions of this Agreement or any other Credit Document on the part of the Credit Parties any Borrower or to inspect the property (including the books and records) of the Credit Partiesany Borrower; (ev) shall not be responsible to any Bank Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or any other Credit Documentinstrument or document furnished pursuant hereto; and (fvi) shall be entitled to rely upon, and shall incur no liability under or in respect of this Agreement or any other Credit Document by acting upon upon, any notice, request, consent, certificate, statement or other instrument instrument, document or writing (which may be by telecopier telecopier/fax, telegram, cable or telex, any other electronic message, Internet or intranet website posting or other distribution) reasonably believed by it to be genuine and signed or sent by the proper party or parties.
(b) The Joint Bookrunners, as such, the Joint Lead Arrangers, as such, the Syndication Agents, as such, and the Documentation Agents, as such, and the Managing Agents, as such, each referred to on the cover page hereto, shall have no duties or obligations whatsoever to the Lenders under or with respect to this Agreement, any of the other Loan Documents or any other document or any matter related thereto, except in its capacity, as applicable, as the Administrative Agent, a Lender or an Issuing Bank hereunder.
(c) The Administrative Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until notice describing such Default or Event of Default is given to the Administrative Agent by the Company, any other Borrower, a Lender or an Issuing Bank.
(d) The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.
(e) The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective officers, directors, employees, agents, advisors and Affiliates. The exculpatory provisions of this Article shall apply to any such sub-agent and to the officers, directors, employees, agents, advisors and Affiliates of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent. FIFTH AMENDED AND RESTATED CREDIT AGREEMENT
Appears in 1 contract
Reliance Etc. Neither the Agent, the Issuing Bank, Agent nor any of their respective Related Parties (for the purposes of this Section 7.2its directors, collectivelyofficers, the "Indemnified Parties") agents or employees shall be liable for any action taken or omitted to be taken by any Indemnified Party it or them under or in connection with this Agreement or the other Credit Documents, INCLUDING ANY INDEMNIFIED PARTY'S OWN NEGLIGENCEAgreement, except for any Indemnified Party's its or their own gross negligence or willful misconduct. Without limitation of limiting the generality of the foregoing, the Agent and the Issuing Bank: (a) may treat the payee of any Note as the holder thereof until the Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Agent; (bi) may consult with legal counsel (including counsel for the Borrower), independent public accountants, accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; (cii) makes no warranty or representation to any Bank Lender and shall not be responsible to any Bank of them for any statements, warranties, warranties or representations made in or in connection with this Agreement or the other Credit DocumentsAgreement; (diii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants, covenants or conditions of this Agreement or any other Credit Document the FMR Guaranty on the part of the Credit Parties Borrower or the Guarantor or to inspect the property (including the books and records) of the Credit PartiesBorrower, the Guarantor, or any of its Subsidiaries; (eiv) shall not be responsible to any Bank Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or any other Credit Documentinstrument or document furnished pursuant hereto; (v) shall be deemed not to have knowledge of any Default or Acceleration Event unless and until written notice thereof is given to it by the Borrower or the Guarantor or a Lender; and (fvi) shall incur no liability under or in respect of this Agreement or any other Credit Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier or telextelecopy) reasonably believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 1 contract
Reliance Etc. Neither the Agent, the Issuing Bank, nor any of their respective Related Parties (for the purposes of this Section 7.2, collectively, the "Indemnified Parties") shall be liable for any action taken or omitted to be taken by any Indemnified Party under or in connection with this Agreement or the other Credit Documents, INCLUDING ANY INDEMNIFIED PARTY'S OWN NEGLIGENCE, except for any Indemnified Party's gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent and the Issuing Bank: (a) may treat the payee of any Revolving Loan Note as the holder thereof until the Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Agent; (b) may consult with legal counsel (including counsel for the Borrower), independent public accountants, and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, or experts; (c) makes no warranty or representation to any Bank and shall not be responsible to any Bank for any statements, warranties, or representations made in or in connection with this Agreement or the other Credit Documents; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants, or conditions of this Agreement or any other Credit Document on the part of the Credit Parties or to inspect the property (including the books and records) of the Credit Parties; (e) shall not be responsible to any Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency, or value of this Agreement or any other Credit Document; and (f) shall incur no liability under or in respect of this Agreement or any other Credit Document by acting upon any notice, consent, certificate, or other instrument or writing (which may be by telecopier or telex) reasonably believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 1 contract
Reliance Etc. Neither the Agent, the any Issuing Bank, nor any of their respective Related Parties (for the purposes of this Section 7.2, collectively, the "Indemnified Parties") shall be liable for any action taken or omitted to be taken by any Indemnified Party under or in connection with this Agreement or the other Credit Documents, INCLUDING ANY INDEMNIFIED PARTY'S OWN NEGLIGENCE, except for any Indemnified Party's gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent and the any Issuing Bank: (a) may treat the payee of any Note as the holder thereof until the Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Agent; (b) may consult with legal counsel (including counsel for the Borrower), independent public accountants, and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, or experts; (c) makes no warranty or representation to any Bank and shall not be responsible to any Bank for any statements, warranties, or representations made in or in connection with this Agreement or the other Credit Documents; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants, or conditions of this Agreement or any other Credit Document on the part of the Credit Parties or to inspect the property (including the books and records) of the Credit Parties; (e) shall not be responsible to any Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency, or value of this Agreement or any other Credit Document; and (f) shall incur no liability under or in respect of this Agreement or any other Credit Document by acting upon any notice, consent, certificate, or other instrument or writing (which may be by telecopier or telex) reasonably believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 1 contract
Reliance Etc. Neither (a) None of the Agent, the Issuing Bank, Administrative Agent nor any of their its respective Related Parties (for the purposes of this Section 7.2directors, collectivelyofficers, the "Indemnified Parties") agents or employees shall be liable for any action taken or omitted to be taken by any Indemnified Party it or them under or in connection with this Agreement or the other Credit Loan Documents, INCLUDING ANY INDEMNIFIED PARTY'S OWN NEGLIGENCE, except for any Indemnified Party's its own gross negligence or willful misconductmisconduct (as determined by a court of competent jurisdiction in a final non-appealable judgment). Without limitation of the generality of the foregoing, the Agent and the Issuing BankAdministrative Agent: (ai) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice and accepts an Assignment and Acceptance entered into by the Lender which is the payee of the assignment or transfer thereof signed by such payee Note, as assignor, and an Eligible Assignee, as assignee, as provided in form satisfactory to the AgentSection 9.07; (bii) may consult with legal counsel (including counsel for the any Borrower), independent public accountants, accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; (ciii) makes no warranty or representation to any Bank Lender and shall not be responsible to any Bank Lender for any statements, warranties, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Credit DocumentsAgreement; (div) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants, covenants or conditions of this Agreement or any other Credit Document on the part of the Credit Parties any Borrower or to inspect the property (including the books and records) of the Credit Partiesany Borrower; (ev) shall not be responsible to any Bank Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or any other Credit Documentinstrument or document furnished pursuant hereto; and (fvi) shall incur no liability under or in respect of this Agreement or any other Credit Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier 109 -
(b) The Arrangers each referred to on the cover page hereto, shall have no duties or telex) reasonably believed by it obligations whatsoever to be genuine and signed the Lenders under or sent by with respect to this Agreement, the proper party Notes or partiesany other document or any matter related thereto.
Appears in 1 contract
Sources: Credit Agreement (Livent Corp.)
Reliance Etc. Neither None of the Agent, the Issuing Bank, nor any of their Affiliates and their respective Related Parties (for the purposes of this Section 7.2directors, collectivelyofficers, the "Indemnified Parties") agents or employees shall be liable for any action taken or omitted to be taken by any Indemnified Party it or them under or in connection with this Agreement or the other Credit Documents, INCLUDING ANY INDEMNIFIED PARTY'S OWN NEGLIGENCEAgreement, except for any Indemnified Party's its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent and the Issuing Bank: (a) may treat the payee of any Note as the holder thereof until the Agent receives written notice and accepts an Assignment and Acceptance entered into by the Bank which is the payee of the assignment or transfer thereof signed by such payee Note, as assignor, and an Eligible Assignee, as assignee, as provided in form satisfactory to the AgentSection 9.02; (b) may consult with legal counsel (including counsel for the Borrower), independent public accountants, accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; (c) makes no HOU04:43581.4 warranty or representation to any Bank and shall not be responsible to any Bank for any statements, warranties, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Credit Loan Documents; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants, covenants or conditions of this Agreement or any the other Credit Document Loan Documents on the part of the Credit Parties Borrower or any other Person or to inspect the property (including the books and records) of the Credit PartiesBorrower or any other Person; (e) shall not be responsible to any Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement any Loan Document, any collateral provided for therein, or any other Credit Documentinstrument or document furnished pursuant thereto; and (f) shall incur no liability under or in respect of this Agreement or any other Credit Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telecopier, telegram, cable or telex) reasonably believed by it to be genuine and signed or sent by the proper party or parties. None of the Agent, the Issuing Bank, their Affiliates and their respective directors, officers, employees or agents shall have any responsibility to the Borrower on account of the failure or delay in performance or breach by any Bank of any of its obligations hereunder or to any Bank on account of the failure of or delay in performance or breach by any other Bank or the Borrower of any of its obligations hereunder or in connection herewith; provided, however, that the foregoing shall not relieve BTCo of its obligations as a Bank hereunder.
Appears in 1 contract
Reliance Etc. Neither (a) None of the Agent, the Issuing Bank, Agents nor any of their respective Related Parties (for the purposes of this Section 7.2directors, collectivelyofficers, the "Indemnified Parties") agents or employees shall be liable for any action taken or omitted to be taken by any Indemnified Party it or them under or in connection with this Agreement or the other Credit Loan Documents, INCLUDING ANY INDEMNIFIED PARTY'S OWN NEGLIGENCE, except for any Indemnified Party's its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent and the Issuing BankAdministrative Agent: (ai) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice and accepts an Assignment and Acceptance entered into by the Lender which is the payee of the assignment or transfer thereof signed by such payee Note, as assignor, and an Eligible Assignee, as assignee, as provided in form satisfactory to the AgentSection 9.07; (bii) may consult with legal counsel (including counsel for the any Borrower), independent public accountants, accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; (ciii) makes no warranty or representation to any Lender or Issuing Bank and shall not be responsible to any Lender or Issuing Bank for any statements, warranties, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Credit DocumentsAgreement; (div) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants, covenants or conditions of this Agreement or any other Credit Document on the part of the Credit Parties any Borrower or to inspect the property (including the books and records) of the Credit Partiesany Borrower; (ev) shall not be responsible to any Bank Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or any other Credit Documentinstrument or document furnished pursuant THIRD AMENDED AND RESTATED CREDIT AGREEMENT hereto; and (fvi) shall be entitled to rely upon, and shall incur no liability under or in respect of this Agreement or any other Credit Document by acting upon upon, any notice, request, consent, certificate, statement or other instrument instrument, document or writing (which may be by telecopier telecopier/fax, telegram, cable or telex, any other electronic message, Internet or intranet website posting or other distribution) reasonably believed by it to be genuine and signed or sent by the proper party or parties.
(b) The Joint Lead Arrangers and Joint Bookrunners, as such, the Co-Syndication Agents, as such, and the Documentation Agents, as such, each referred to on the cover page hereto, shall have no duties or obligations whatsoever to the Lenders under or with respect to this Agreement, any of the other Loan Documents or any other document or any matter related thereto, except in its capacity, as applicable, as the Administrative Agent, a Lender or an Issuing Bank hereunder.
(c) The Administrative Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until notice describing such Default or Event of Default is given to the Administrative Agent by the Company, any other Borrower, a Lender or an Issuing Bank.
(d) The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.
(e) The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective officers, directors, employees, agents, advisors and Affiliates. The exculpatory provisions of this Article shall apply to any such sub-agent and to the officers, directors, employees, agents, advisors and Affiliates of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent.
Appears in 1 contract
Reliance Etc. Neither the Agent, Agent nor the Issuing Bank, Collateral Agent nor any of their respective Related Parties (for the purposes of this Section 7.2Affiliates, collectivelydirectors, the "Indemnified Parties") officers, agents or employees shall be liable to any Lender, the Loan Administrator or the Board for any action taken or omitted to be taken by any Indemnified Party it or by such directors, officers, agents or employees under or in connection with this Agreement Agreement, the Notes or the any other Credit Documents, INCLUDING ANY INDEMNIFIED PARTY'S OWN NEGLIGENCELoan Document, except for any Indemnified Party's its or their own gross negligence or willful misconductmisconduct as actually and finally determined by a final, non-appealable judgment of a court of competent jurisdiction and only to the extent of direct (as opposed to special, indirect, consequential or punitive) damages. Without limitation of the generality of the foregoing, each of the Agent and the Issuing BankCollateral Agent: (a) may treat the payee of any Note as the holder thereof until the Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Agent; (bi) may consult with legal counsel (including counsel for the Borrower)counsel, independent public accountants, accountants and other experts selected by it and shall not be liable to any Lender, the Loan Administrator or the Board for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, or experts; (cii) makes no warranty or representation to any Bank Lender, the Loan Administrator or, except as expressly provided in the Board Guaranty, the Board and shall not be responsible to any Bank Lender, the Loan Administrator or, except as expressly provided in the Board Guaranty, the Board for any statements, warranties, warranties or representations (whether oral or written) made in or in connection with this Agreement Agreement, the Notes or the any other Credit DocumentsLoan Document; (diii) shall not have any duty duty, and shall incur no liability for its failure, to ascertain or to inquire as to the performance or observance of any of the terms, covenants, covenants or conditions of this Agreement Agreement, the Notes or any other Credit Loan Document on the part of Group or the Credit Parties Borrower or to inspect the property (including the books and records) of the Credit Partiesany Obligor; (eiv) shall not be responsible to any Bank Lender, the Loan Administrator or the Board for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement Agreement, the Notes or any other Credit Loan Document, or any other instrument or document furnished pursuant thereto; and (fv) shall incur no liability under or in respect of to this Agreement Agreement, the Notes or any other Credit Loan Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telegram, facsimile transmission, cable or telex) reasonably believed by it to be genuine and signed or sent by the proper party or parties; and (vi) may deem and treat each Lender which makes a loan hereunder as the holder of the indebtedness resulting therefrom for all purposes hereof until the Agent receives and accepts an Assignment and Acceptance entered into by such Lender, as assignor, and an eligible assignee as provided in Section 11.2.
Appears in 1 contract
Sources: Loan Agreement (Us Airways Inc)
Reliance Etc. Neither (a) None of the Agent, the Issuing Bank, Agents nor any of their respective Related Parties (for the purposes of this Section 7.2directors, collectivelyofficers, the "Indemnified Parties") agents or employees shall be liable for any action taken or omitted to be taken by any Indemnified Party it or them under or in connection with this Agreement or the other Credit Loan Documents, INCLUDING ANY INDEMNIFIED PARTY'S OWN NEGLIGENCE, except for any Indemnified Party's its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent and the Issuing BankAdministrative Agent: (ai) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice and accepts an Assignment and Acceptance entered into by the Lender which is the payee of the assignment or transfer thereof signed by such payee Note, as assignor, and an Eligible Assignee, as assignee, as provided in form satisfactory to the AgentSection 9.07; (bii) may consult with legal counsel (including counsel for the any Borrower), independent public accountants, accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; (ciii) makes no warranty or representation to any Bank Lender and shall not be responsible to any Bank Lender for any statements, warranties, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Credit DocumentsAgreement; (div) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants, covenants or conditions of this Agreement or any other Credit Document on the part of the Credit Parties any Borrower or to inspect the property (including the books and records) of the Credit Partiesany FMC CORPORATION Borrower; (ev) shall not be responsible to any Bank Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or any other Credit Documentinstrument or document furnished pursuant hereto; and (fvi) shall incur no liability under or in respect of this Agreement or any other Credit Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telecopier, telegram, cable or telex) reasonably believed by it to be genuine and signed or sent by the proper party or parties.
(b) The Arrangers, as such, the Co-Documentation Agents, as such, and the Syndication Agent, as such, each referred to on the cover page hereto, shall have no duties or obligations whatsoever to the Lenders under or with respect to this Agreement, the Notes or any other document or any matter related thereto.
Appears in 1 contract
Sources: Term Loan Agreement (FMC Corp)
Reliance Etc. Neither the Agent, the Issuing Bank, nor The Agent may:
(a) assume that:
(i) any of their respective Related Parties (for the purposes of this Section 7.2, collectively, the "Indemnified Parties") shall be liable for any action taken or omitted to be taken representation made by any Indemnified Party under or Obligor in connection with this Agreement any Finance Document is true;
(ii) no Default has occurred; and
(iii) no Obligor is in breach of or the other Credit Documentsin default of its obligations under any Finance Document to which it is a party unless, INCLUDING ANY INDEMNIFIED PARTY'S OWN NEGLIGENCE, except for any Indemnified Party's gross negligence or willful misconduct. Without limitation of the generality of the foregoingin each such case, the Agent and the Issuing Bank: (a) may treat the payee of any Note as the holder thereof until the Agent receives written has actual knowledge or actual notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Agent; contrary;
(b) assume that the Dollar Lending Office of each Lender is that specified on the signature pages attached hereto (and, in the case of a transferee of any Lender, as specified to the Agent by the transferee of such Lender at the time of making such transfer) until it has received from any Lender a notice designating another office of such Lender to replace its Dollar Lending Office and may consult with legal counsel act upon any such notice until the same is superseded by a further such notice;
(including counsel c) engage and pay for the Borrower), independent public accountants, and other experts selected by it and shall not be liable for advice or services of any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsellawyers, accountants, surveyors or experts; (c) makes no warranty other experts whose advice or representation services may seem necessary, expedient or desirable to it and rely upon any Bank and shall not be responsible to any Bank for any statements, warranties, or representations made in or in connection with this Agreement or the other Credit Documents; advice so obtained;
(d) shall not have any duty to ascertain or to inquire rely as to any matters of fact which might reasonably be expected to be within the performance or observance knowledge of any Obligor upon a certificate signed by or on behalf of the terms, covenants, or conditions of this Agreement or any other Credit Document on the part of the Credit Parties or to inspect the property (including the books and records) of the Credit Parties; such Obligor;
(e) shall not be responsible to any Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency, or value of this Agreement or any other Credit Document; and (f) shall incur no liability under or in respect of this Agreement or any other Credit Document by acting rely upon any notice, consent, certificate, communication or other instrument or writing (which may be by telecopier or telex) reasonably document believed by it to be genuine genuine;
(f) refrain from exercising any right, power or discretion vested in it as an agent under any Finance Document unless and signed or sent until instructed by the proper party Required Lenders as to whether or partiesnot such right, power or discretion is to be exercised and, if it is to be exercised, as to the manner in which it should be exercised;
(g) in the absence of instructions from the Required Lenders (or, if appropriate, all the Lenders) or in the case of emergency where the Agent is not able to obtain such instructions in a timely manner, act (or refrain from taking action) as it considers to be in the best interests of the Lenders;
(h) refrain from acting in accordance with any instructions of Required Lenders to begin any legal action or proceeding arising out of or in connection with any Finance Document until it shall have received such security and/or further indemnities as it may require (whether by way of payment in advance or otherwise) for all costs, claims, expenses (including legal fees and expenses on a full indemnity basis) and liabilities which it will or may expend or incur in complying with such instructions; and
(i) hold or place any Finance Document and any document coming into its possession or control pursuant thereto in safe custody with any bank or other person whose business includes the safe custody of documents or with a lawyer or firm of lawyers in any part of the world, without responsibility to any Finance Party for any loss incurred by reason of any action or inaction on the part of any such person or for the supervision of any such person and may pay all sums required to be paid on account of or in respect of the foregoing.
Appears in 1 contract
Sources: Revolving Credit Facility Agreement (Randgold Resources LTD)
Reliance Etc. Neither None of the Agent, the Issuing Bank, nor Administrative Agent or any of their respective Related Parties (for the purposes of this Section 7.2its directors, collectivelyofficers, the "Indemnified Parties") agents or employees shall be liable for any action taken or omitted to be taken by any Indemnified Party it or them under or in connection with this Agreement or the other Credit Documents, INCLUDING ANY INDEMNIFIED PARTY'S OWN NEGLIGENCEAgreement, except for any Indemnified Party's its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent and the Issuing BankAdministrative Agent: (ai) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice and accepts an Assumption Agreement entered into by an Assuming Lender as provided in Section 2.15 or 2.16, as the case may be, or an Assignment and Acceptance entered into by the Lender that is the payee of the assignment or transfer thereof signed by such payee Note, as assignor, and an assignee, as provided in form satisfactory to the AgentSection 8.07; (bii) may consult with legal counsel (including counsel for the Borrower), independent public accountants, accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; (ciii) makes no warranty or representation to any Bank Lender and shall not be responsible to any Bank Lender for any statements, warranties, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Credit DocumentsAgreement; (div) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants, covenants or conditions of this Agreement or any other Credit Document on the part of the Credit Parties Borrower or any Borrowing Subsidiary or to inspect the property (including the books and records) of the Credit PartiesBorrower or any Borrowing Subsidiary; (ev) shall not be responsible to any Bank Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or any other Credit Documentinstrument or document furnished pursuant hereto; and (fvi) shall incur no liability under or in respect of this Agreement or any other Credit Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telecopier, telegram or telex) reasonably believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 1 contract
Reliance Etc. Neither (a) None of the Agent, the Issuing Bank, Agents nor any of their respective Related Parties (for the purposes of this Section 7.2directors, collectivelyofficers, the "Indemnified Parties") agents or employees shall be liable for any action taken or omitted to be taken by any Indemnified Party it or them under or in connection with this Agreement or the other Credit Loan Documents, INCLUDING ANY INDEMNIFIED PARTY'S OWN NEGLIGENCE, except for any Indemnified Party's its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent and the Issuing BankAdministrative Agent: (ai) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice and accepts an Assignment and Acceptance entered into by the Lender which is the payee of the assignment or transfer thereof signed by such payee Note, as assignor, and an Eligible Assignee, as assignee, as provided in form satisfactory to the AgentSection 9.07; (bii) may consult with legal counsel (including counsel for the any Borrower), independent public accountants, accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; (ciii) makes no warranty or representation to any Bank Lender and shall not be responsible to any Bank Lender for any statements, warranties, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Credit DocumentsAgreement; (div) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants, covenants or conditions of this Agreement or any other Credit Document on the part of the Credit Parties any Borrower or to inspect the property (including the books and records) of the Credit Partiesany Borrower; (ev) shall not be responsible to any Bank Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or any other Credit Documentinstrument or document furnished pursuant hereto; and (fvi) shall incur no liability under or in respect of this Agreement or any other Credit Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telecopier, telegram, cable or telex) reasonably believed by it to be genuine and signed or sent by the proper party or parties.
(b) The Arrangers, as such, the Co-Documentation Agents, as such, and the Syndication Agent, as such, each referred to on the cover page hereto, shall have no duties or obligations whatsoever to the Lenders under or with respect to this Agreement, the Notes or any other document or any matter related thereto.
Appears in 1 contract
Sources: Credit Agreement (FMC Corp)
Reliance Etc. Neither None of the Agent, the Issuing Bank, nor Agent or any of their respective Related Parties (for the purposes of this Section 7.2its directors, collectivelyofficers, the "Indemnified Parties") agents, Affiliates or employees shall be liable for any action taken or omitted to be taken by any Indemnified Party it under or in connection with this Agreement or the other Credit Loan Documents, INCLUDING ANY INDEMNIFIED PARTY'S OWN NEGLIGENCE, except for any Indemnified Party's its own gross negligence or willful misconductmisconduct as determined by a final judgment of a court of competent jurisdiction. Without limitation of limiting the generality of the foregoing, the Agent and the Issuing Bank: (ai) may treat the payee of any Note Revolving Credit Notes as the holder thereof until the Agent receives written notice of the assignment or transfer thereof thereof, pursuant to Section 12.08 hereof, signed by such payee and in form satisfactory to the Agentit; (bii) may consult with legal counsel (including including, without limitation, counsel for to the Borrower), independent public accountants, and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; (ciii) makes no warranty or representation to any Bank Lender and shall not be responsible to any Bank Lender for any statements, warrantiescertificates, warranties or representations made in or in connection with this Agreement or the other Credit Loan Documents; (div) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants, covenants or conditions of this Agreement or any the other Credit Document Loan Documents on the part of the Credit Parties any Person or to inspect the Collateral or other property (including including, without limitation, the books and records) of the Credit Partiesany Person; (ev) shall not be responsible to any Bank Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or the other Loan Documents or any other Credit Documentinstrument or document furnished pursuant hereto or thereto; (vi) shall not be deemed to have made any representation or warranty regarding the existence, value or collectibility of the Collateral, the existence, priority or perfection of the Lenders’ Lien thereon, or the Borrowing Base or any certificate prepared by the Borrower in connection therewith, nor shall the Agent be responsible or liable to the Lenders for any failure to monitor or maintain the Borrowing Base or any portion of the Collateral, except for its own gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction; and (fvii) shall incur no liability under or in respect of this Agreement or any the other Credit Document Loan Documents by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telegram, telecopy, cable or telex) reasonably believed by it to be genuine and signed or sent by the proper party or parties.
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Reliance Etc. (a) Neither the Agent, the Issuing Bank, Agent nor any of their respective Related Parties (for the purposes of this Section 7.2its directors, collectivelyofficers, the "Indemnified Parties") agents or employees shall be liable for any action taken or omitted to be taken by any Indemnified Party it or them under or in connection with this Agreement or any of the other Credit Program Documents, INCLUDING ANY INDEMNIFIED PARTY'S OWN NEGLIGENCE, except for any Indemnified Party's its or their own gross negligence or willful misconduct. Without limitation of limiting the generality of the foregoing, the Agent and the Issuing BankAgent: (a) may treat the payee of any Note as the holder thereof until the Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Agent; (bi) may consult with legal counsel (including counsel for the Borrower), Borrower or the Adviser) and independent public accountants, accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; (cii) makes no warranty or representation to any Bank Secured Party or any other Person and shall not be responsible to any Bank Secured Party or any Person for any statements, warranties, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Credit Program Documents; (diii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants, covenants or conditions of this Agreement Agreement, the other Program Documents or any other Credit Document Loan Documents on the part of the Credit Parties Borrower, the Adviser, the Custodian or any other Person or to inspect the property (including the books and records) of the Credit PartiesBorrower, the Adviser, the Custodian or any other Person; (eiv) shall not be responsible to any Bank Secured Party or any other Person for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement Agreement, the other Program Documents, any Loan Document or any other Credit Documentinstrument or document furnished pursuant hereto or thereto; and (fv) shall incur no liability under or in respect of this Agreement or any other Credit Program Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be delivered by telecopier telecopier, telegram, cable or telex) reasonably believed by it to be genuine and signed or sent by the proper party or parties.
(b) Neither any Managing Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any of the other Program Documents, except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, each Managing Agent: (i) may consult with legal counsel (including counsel for the Borrower or the Adviser) and independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ii) makes no warranty or representation to any Secured Party or any other Person and shall not be responsible to any Secured Party or any Person for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Program Documents; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement, the other Program Documents or any Loan Documents on the part of the Borrower, the Adviser, the Custodian or any other Person or to inspect the property (including the books and records) of the Borrower, the Adviser, the Custodian or any other Person; (iv) shall not be responsible to any Secured Party or any other Person for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the other Program Documents, any Loan Document or any other instrument or document furnished pursuant hereto or thereto; and (v) shall incur no liability under or in respect of this Agreement or any other Program Document by acting upon any notice, consent, certificate or other instrument or writing (which may be delivered by telecopier, telegram, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 1 contract
Sources: Revolving Credit and Security Agreement (Highland Floating Rate Advantage Fund)