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Common use of Responsibilities of Agent Clause in Contracts

Responsibilities of Agent. (a) The Agent shall not have any duties or responsibilities to, or any fiduciary relationship with, any Revolving Credit Lender except for those expressly set forth in this Agreement. (b) Neither the Agent nor any of its Affiliates shall be responsible to any Revolving Credit Lender for any of the following: (i) Any recitals, statements, representations or warranties made by any Borrower or any other Person. (ii) Any appraisals or other assessments of the assets of any Borrower or of any other Person responsible for or on account of the Liabilities. (iii) The value, validity, effectiveness, genuineness, enforceability, or sufficiency of the Loan Agreement, the Loan Documents or any other document referred to or provided for therein. (iv) Any failure by any Borrower or any other Person (other than the Agent) to perform its obligations under the Loan Documents. (c) The Agent may employ attorneys, accountants, and other professionals and agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such attorneys, accountants, and other professionals or agents or attorneys-in-fact selected by the Agent with reasonable care. No such attorney, accountant, other professional, agent, or attorney-in-fact shall be responsible for any action taken or omitted to be taken by any other such Person. (d) Neither the Agent, nor any of its directors, officers, or employees shall be responsible for any action taken or omitted to be taken or omitted to be taken by any other of them in connection herewith in reliance upon advice of its counsel nor, in any other event except for any action taken or omitted to be taken as to which a final judicial determination has been or is made (in a proceeding in which such Person has had an opportunity to be heard) that such Person had acted in a grossly negligent manner, in actual bad faith, or in willful misconduct. (e) The Agent shall not have any responsibility in any event for more funds than the Agent actually receives and collects. (f) The Agent, in its separate capacity as a Lender, shall have the same rights and powers hereunder as any other Lender.

Appears in 3 contracts

Samples: Loan and Security Agreement (Drugmax Inc), Loan and Security Agreement (Jacobson Stores Inc), Loan and Security Agreement (Jacobson Stores Inc)

Responsibilities of Agent. (a) The Agent shall not have any duties or responsibilities to, or any fiduciary relationship with, to any Revolving Credit Lender or any Term Loan Lender except for those expressly set forth in this Agreement and in the other Loan Documents. Neither the Syndication Agent, the Documentation Agent nor the Collateral Agent shall have any duties or responsibilities under this Agreement. (b) The Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing; (c) Neither the Agent nor any of its Affiliates shall be responsible to any Revolving Credit Lender or Term Loan Lender for any of the following: (i) Any recitals, statements, representations or warranties made by any the Borrower or any other Person. (ii) Any appraisals or other assessments of the assets of any the Borrower or of any other Person responsible for or on account of the Liabilities. (iii) The value, validity, effectiveness, genuineness, enforceability, or sufficiency of the Loan Agreement, the Loan Documents or any other document referred to or provided for therein. (iv) Any failure by any the Borrower or any other Person (other than the Agent) to perform its obligations under the Loan Documents. (cd) The Agent may employ attorneys, accountants, and other professionals and agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such attorneys, accountants, and other professionals or agents or attorneys-in-fact selected by the Agent with reasonable care. No such attorney, accountant, other professional, agent, or attorney-in-fact shall be responsible for any action taken or omitted to be taken by any other such Person. (de) Neither the Agent, nor any of its directors, officers, or employees shall be responsible for any action taken or omitted to be taken or omitted to be taken by any other of them in connection herewith in reliance upon advice of its counsel nor, in any other event except for any action taken or omitted to be taken as to which a final judicial determination has been or is made (in a proceeding in which such Person has had an opportunity to be heard) that such Person had acted in a grossly negligent manner, in actual bad faith, or in willful misconduct. (ef) The Agent shall not have any responsibility in any event for more funds than the Agent actually receives and collects. (fg) The Agent, in its separate capacity as a Revolving Credit Lender and Term Loan Lender, shall have the same rights and powers hereunder as any other Revolving Credit Lender or Term Loan Lender and may exercise the same as though it were not the Agent and the terms “Revolving Credit Lender” or “Revolving Credit Lenders” or “Term Loan Lender” or “Term Loan Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if such Person were not the Agent hereunder and without any duty to account therefor to the Revolving Credit Lenders or the Term Loan Lenders. (h) The Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Agent is required to exercise as directed in writing by the SuperMajority Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), provided that the Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Agent to liability or that is contrary to any Loan Document or applicable law. (i) The Agent shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as the Agent or any of its Affiliates in any capacity. (j) The Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the SuperMajority Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Agent shall believe in good faith shall be necessary, under the circumstances) or (ii) in the absence of its own gross negligence or willful misconduct. The Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given to the Agent by the Borrower, a Revolving Credit Lender, a Term Loan Lender or the Issuer. (k) The 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 4 or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Agent.

Appears in 2 contracts

Samples: Loan and Security Agreement (Gander Mountain Co), Loan and Security Agreement (Gander Mountain Co)

Responsibilities of Agent. (a) The Agent shall not have any duties or responsibilities to, or any fiduciary relationship with, any Revolving Credit Lender except for those expressly set forth in this Agreement. (b) Neither the Agent nor any of its Affiliates shall be responsible to any Revolving Credit Lender for any of the following: (i) Any recitals, statements, representations or warranties made by any the Borrower or any other Person. (ii) Any appraisals or other assessments of the assets of any the Borrower or of any other Person responsible for or on account of the Liabilities. (iii) The value, validity, effectiveness, genuineness, enforceability, or sufficiency of the Loan Agreement, the Loan Documents or any other document referred to or provided for therein. (iv) Any failure by any the Borrower or any other Person (other than the Agent) to perform its obligations under the Loan Documents. (c) The Agent may employ attorneys, accountants, and other professionals and agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such attorneys, accountants, and other professionals or agents or attorneys-in-fact selected by the Agent with reasonable care. No such attorney, accountant, other professional, agent, or attorney-in-fact shall be responsible for any action taken or omitted to be taken by any other such Person. (d) Neither the Agent, nor any of its directors, officers, or employees shall be responsible for any action taken or omitted to be taken or omitted to be taken by any other of them in connection herewith in reliance upon advice of its counsel nor, in any other event except for any action taken or omitted to be taken as to which a final judicial determination has been or is made (in a proceeding in which such Person has had an opportunity to be heard) that such Person had acted in a grossly negligent manner, in actual bad faith, or in willful misconduct. (e) The Agent shall not have any responsibility in any event for more funds than the Agent actually receives and collects. (f) The Agent, Agent in its separate capacity as a Lender, shall have the same rights and powers hereunder as any other Revolving Credit Lender.

Appears in 2 contracts

Samples: Loan and Security Agreement (Hastings Entertainment Inc), Loan and Security Agreement (Hastings Entertainment Inc)

Responsibilities of Agent. (a) The Agent shall not have any duties or responsibilities to, or any fiduciary relationship with, any Revolving Credit Lender except for those expressly set forth in this Agreement. The Syndication Agent shall have no duties or responsibilities under this Agreement. (b) Neither the Agent nor any of its Affiliates shall be responsible to any Revolving Credit Lender for any of the following: (i) Any recitals, statements, representations or warranties made by any the Borrower or any other Person. (ii) Any appraisals or other assessments of the assets of any the Borrower or of any other Person responsible for or on account of the Liabilities. (iii) The value, validity, effectiveness, genuineness, enforceability, or sufficiency of the Loan Agreement, the Loan Documents or any other document referred to or provided for therein. (iv) Any failure by any the Borrower or any other Person (other than the Agent) to perform its obligations under the Loan Documents. (c) The Agent may employ attorneys, accountants, and other professionals and agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such attorneys, accountants, and other professionals or agents or attorneys-in-fact selected by the Agent with reasonable care. No such attorney, accountant, other professional, agent, or attorney-in-fact shall be responsible for any action taken or omitted to be taken by any other such Person. (d) Neither the Agent, nor any of its directors, officers, or employees shall be responsible for any action taken or omitted to be taken or omitted to be taken by any other of them in connection herewith in reliance upon advice of its counsel nor, in any other event except for any action taken or omitted to be taken as to which a final judicial determination has been or is made (in a proceeding in which such Person has had an opportunity to be heard) that such Person had acted in a grossly negligent manner, in actual bad faith, or in willful misconduct. (e) The Agent shall not have any responsibility in any event for more funds than the Agent actually receives and collects. (f) The Agent, in its separate capacity as a Lender, shall have the same rights and powers hereunder as any other Lender.

Appears in 2 contracts

Samples: Loan and Security Agreement (Gander Mountain Co), Loan and Security Agreement (Gander Mountain Co)

Responsibilities of Agent. (a) The Agent shall not have any duties or responsibilities to, or any fiduciary relationship with, any Revolving Credit Lender except for those expressly set forth in this Agreement. (b) Neither the No Agent nor or any of its their respective Affiliates shall be responsible to any Revolving Credit Lender for any of the following: (i) Any recitals, statements, representations or warranties made by any Borrower or any other Person. (ii) Any appraisals or other assessments of the assets of any Borrower or of any other Person responsible for or on account of the Liabilities. (iii) The value, validity, effectiveness, genuineness, enforceability, or sufficiency of the Loan Agreement, the Loan Documents or any other document referred to or provided for therein. (iv) Any failure by any Borrower or any other Person (other than the applicable Agent) to perform its respective obligations under the Loan Documents. (c) The Each Agent may employ attorneys, accountants, and other professionals and agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such attorneys, accountants, and other professionals or agents or attorneys-in-fact selected by the Agent with reasonable care. No such attorney, accountant, other professional, agentagents, or 107 attorney-in-fact shall be responsible for any action taken or omitted to be taken by any other such Person. (d) Neither the No Agent, nor or any of its their respective directors, officers, or employees shall be responsible for any action taken or omitted to be taken or omitted to be taken by any other of them in connection herewith in reliance upon advice of its counsel nor, in any other event except for any action taken or omitted to be taken as to which a final judicial determination has been or is made (in a proceeding in which such Person has had an opportunity to be heard) that such Person had acted in a grossly negligent manner, in actual bad faith, or in willful misconduct. (e) The No Agent shall not have any responsibility in any event for more funds than the such Agent actually receives and collects. (f) The Each Agent, in its separate capacity as a Lender, shall have the same rights and powers hereunder as any other Lender.

Appears in 2 contracts

Samples: Loan and Security Agreement (DSW Inc.), Loan and Security Agreement (DSW Inc.)

Responsibilities of Agent. (a) The Agent shall not have any principal responsibilities for and primary authority for the administration of the credit facilities contemplated by the Loan Documents and for all matters for which the Agent is accorded responsibility under this Agreement, including the conduct of the Liquidation and the distribution of the proceeds of such Liquidation. (b) The Agent shall have no duties or responsibilities to, or any fiduciary relationship with, any Revolving Credit Lender except for those expressly set forth in this Agreement. (bc) Neither the Agent nor any of its Affiliates affiliates shall be responsible to any Revolving Credit Lender for any of the following: (i) Any recitals, statements, representations or warranties made by any Borrower the Borrowers, or any other Personperson. (ii) Any any appraisals or other assessments of the assets of any Borrower the Borrowers or of any other Person anyone else responsible for or on account of the Liabilities. (iii) The value, validity, effectiveness, genuineness, enforceability, or sufficiency of the Loan Agreement, the any other Loan Documents or any other document referred to or provided for therein.. 165 (iv) Any failure by any Borrower the Borrowers, or any other Person person (other than the Agent) to perform its their respective obligations under the Loan Documents. (cd) The Agent may employ attorneys, accountants, and other professionals and agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such attorneys, accountants, and other professionals or agents or attorneys-in-fact selected by the Agent with reasonable care. No such attorney, accountant, other professional, agent, or attorney-in-attorney in fact shall be responsible for any action taken or omitted to be taken by any other such Person. (de) Neither the Agent, nor any of its directors, officers, or employees shall be responsible for any action taken or omitted to be taken by any other of them nor for any action taken or omitted to be taken by any other of them in connection herewith in reliance upon advice of its counsel norherewith, in any other event or with respect to the credit facility contemplated by this Agreement, except for any action taken or omitted to be taken as to which a final judicial determination has been or is made (in a proceeding in which such Person person has had an opportunity to be heard) that such Person had acted in a grossly negligent manner, in actual bad faith, or in willful misconduct. (ef) The Agent shall not have any no responsibility in any event for more funds than the Agent actually receives and collects. (fg) The Agent, in its separate capacity as a Lender, shall have the same rights and powers hereunder as any other Lender.

Appears in 1 contract

Samples: Loan and Security Agreement (Lechters Inc)

Responsibilities of Agent. (a) The It is expressly understood and agreed that the obligations of the Agent shall not have any duties or responsibilities to, or any fiduciary relationship with, any Revolving Credit Lender except for under the Loan Documents are only those expressly set forth in this Agreementthe Loan Documents. (b) A. The Agent shall be entitled to assume that no Default or Event of Default has occurred and is continuing, unless the Agent has actual knowledge of such fact or has received notice from a Lender that such Lender considers that a Default or an Event of Default has occurred and is continuing and specifying the nature thereof. B. In the event that the Agent shall acquire actual knowledge of any Event of Default or of an event which, with the giving of notice or the lapse of time, or both, would constitute an Event of Default, the Agent shall promptly give notice thereof to the Lenders. C. Lenders recognize and agree, that for purposes of Section 2.1 hereof, the Agent shall not be required to independently determine whether the conditions described in Section 10.2 have been satisfied and, in disbursing funds to the Borrowers, may rely fully upon statements contained in the relevant Notice of Revolving Credit Advance. D. Neither the Agent nor any of its Affiliates directors, officers, employees or agents shall be liable as such for any action taken or omitted to be taken by it or them hereunder or under any of the other Loan Documents or in connection herewith or therewith at the request or with the approval of the Lenders (or, if otherwise specifically required hereunder or thereunder, the consent of all the Lenders). E. Neither the Agent nor any of its 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 Lender, other than the Agent, of any of its obligations hereunder or to any Lender on account of the failure of or delay in performance or breach by any other Lender or the Borrowers of any of their respective obligations hereunder or in connection herewith. F. The Agent shall, in the absence of knowledge to the contrary, be entitled to accept any certificate furnished pursuant to this Second Restated Agreement or any of the other Loan Documents as conclusive evidence of the facts stated therein. The Agent shall incur no liability under or in respect of any of the Loan Documents by acting upon any such notice, consent, certificate, warranty or other paper or instrument believed by it to be genuine or authentic or to be signed by the proper party or parties, or with respect to anything which it may do or refrain from doing in the exercise of its judgment, or which may appear to it to be necessary or desirable in the circumstances. G. The Agent shall not be responsible to any Revolving Credit Lender the Lenders for any of the following: (i) Any recitals, statements, representations or warranties made contained in this Second Restated Agreement, or in any certificate or other document referred to or provided for in, or received by any Borrower Lender under, this Second Restated Agreement, or any other Person. (ii) Any appraisals or other assessments of for the assets of any Borrower or of any other Person responsible for or on account of the Liabilities. (iii) The value, validity, effectiveness, genuineness, enforceability, enforceability or sufficiency of the Loan Agreement, the Loan Documents this Second Restated Agreement or any other document referred to or provided for thereinherein or for any failure by Borrowers to perform any of its obligations hereunder. (iv) Any failure by any Borrower or any other Person (other than the Agent) to perform its obligations under the Loan Documents. (c) The H. Agent may employ attorneys, accountants, and other professionals and agents and attorneys-in-fact and shall not be responsible answerable, except as to money or securities received by it or its authorized agents, for the negligence or misconduct of any such attorneys, accountants, and other professionals or agents or attorneys-in-fact selected by it. I. The relationship between the Agent with reasonable careand each of the Lenders is only that of principal and agent and has no fiduciary aspects, and the Agent's duties hereunder are acknowledged to be only ministerial and not involving the exercise of discretion on its part. No such attorney, accountant, other professional, agent, Nothing in this Second Restated Agreement or attorney-in-fact elsewhere contained shall be responsible construed to impose on the Agent any duties or responsibilities other than those for which express provision is herein made. In performing its duties and functions hereunder, the Agent does not assume and shall not be deemed to have assumed, and hereby expressly disclaims, any action taken obligation or omitted responsibility toward or any relationship of agency or trust with or for the Borrowers. As to be taken any matters not expressly provided for by any other such Person. this Second Restated Agreement (d) Neither including, without limitation, enforcement or collection of the AgentNotes), nor any of its directors, officers, or employees shall be responsible for any action taken or omitted to be taken or omitted to be taken by any other of them in connection herewith in reliance upon advice of its counsel nor, in any other event except for any action taken or omitted to be taken as to which a final judicial determination has been or is made (in a proceeding in which such Person has had an opportunity to be heard) that such Person had acted in a grossly negligent manner, in actual bad faith, or in willful misconduct. (e) The the Agent shall not have be required to exercise any responsibility discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Lenders and such instructions shall be binding upon all the Lenders and all holders of Notes; provided, however, that Agent shall not be required to take any event for more funds than the action which exposes Agent actually receives and collectsto personal liability or which is contrary to this Second Restated Agreement or applicable law. (f) The Agent, in its separate capacity as a Lender, shall have the same rights and powers hereunder as any other Lender.

Appears in 1 contract

Samples: Credit Agreement (Innovative Valve Technologies Inc)

Responsibilities of Agent. (a) The Agent shall not have any duties or responsibilities to, or any fiduciary relationship with, any Revolving Credit Lender except for those expressly set forth in this Agreement. (b) Neither the Agent nor any of its Affiliates shall be responsible to any Revolving Credit Lender for any of the following: (i) Any recitals, statements, representations or warranties made by any the Borrower or any other Person. (ii) Any appraisals or other assessments of the assets of any the Borrower or of any other Person responsible for or on account of the Liabilities. (iii) The value, validity, effectiveness, genuineness, enforceability, or sufficiency of the Loan Agreement, the Loan Documents or any other document referred to or provided for therein. (iv) Any failure by any the Borrower or any other Person (other than the Agent) to perform its obligations under the Loan Documents. (c) The Agent may employ attorneys, accountants, and other professionals and agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such attorneys, accountants, and other professionals or agents or attorneys-in-fact selected by the Agent with reasonable care. No such attorney, accountant, other professional, agent, or attorney-in-fact shall be responsible for any action taken or omitted to be taken by any other such Person. (d) Neither the Agent, nor any of its directors, officers, or employees shall be responsible for any action taken or omitted to be taken or omitted to be taken by any other of them in connection herewith in reliance upon advice of its counsel nor, in any other event except for any action taken or omitted to be taken as to which a final judicial determination has been or is made (in a proceeding in which such Person has had an opportunity to be heard) that such Person had acted in a grossly negligent manner, in actual bad faith, or in willful misconduct. (e) The Agent shall not have any responsibility in any event for more funds than the Agent actually receives and collects. (f) CIT has been granted the title of "Co-Agent", in which capacity, CIT shall not have any rights nor any responsibilities. CIT may resign such position, at any time, on written notice to the Agent; and shall cease to be a Co-Agent contemporaneous with its ceasing to be a Revolving Credit Lender. (g) The Agent and the Co-Agent, in its their respective separate capacity capacities as a Lender, shall have the same rights and powers hereunder as any other Revolving Credit Lender.

Appears in 1 contract

Samples: Loan and Security Agreement (Hastings Entertainment Inc)

Responsibilities of Agent. (a) The Agent shall not have any duties or responsibilities to, or any fiduciary relationship with, any Revolving Credit Lender except for those expressly set forth in this Agreement. (b) Neither the Agent nor any of its Affiliates shall be responsible to any Revolving Credit Lender for any of the following: (i) Any recitals, statements, representations or warranties made by any Borrower or any other Person. (ii) Any appraisals or other assessments of the assets of any Borrower or of any other Person responsible for or on account of the Liabilities. (iii) The value, validity, effectiveness, genuineness, enforceability, or sufficiency of the Loan Agreement, the Loan Documents or any other document referred to or provided for therein. (iv) Any failure by any Borrower or any other Person (other than the Agent) to perform its respective obligations under the Loan Documents. (c) The Agent may employ attorneys, accountants, and other professionals and agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such attorneys, accountants, and other professionals or agents or attorneys-in-fact selected by the Agent with reasonable care. No such attorney, accountant, other professional, agentagents, or attorney-in-fact shall be responsible for any action taken or omitted to be taken by any other such Person. (d) Neither the Agent, nor any of its directors, officers, or employees shall be responsible for any action taken or omitted to be taken or omitted to be taken by any other of them in connection herewith in reliance upon advice of its counsel nor, in any other event except for any action taken or omitted to be taken as to which a final judicial determination has been or is made (in a proceeding in which such Person has had an opportunity to be heard) that such Person had acted in a grossly negligent manner, in actual bad faith, or in willful misconduct. (e) The Agent shall not have any responsibility in any event for more funds than the Agent actually receives and collects. (f) The Agent, in its separate capacity as a Lender, shall have the same rights and powers hereunder as any other Lender.

Appears in 1 contract

Samples: Loan and Security Agreement (Retail Ventures Inc)

Responsibilities of Agent. (a) Notwithstanding anything contained herein to the contrary, the Agent shall have responsibility and authority for the administration of the credit facility contemplated by this Agreement, including without limitation the establishment of Reserves and the conduct of any Liquidation. (b) The Agent shall not have any duties or responsibilities to, or any fiduciary relationship with, any Revolving Credit Lender except for those expressly set forth in this Agreement. (bc) Neither the The Agent nor any of its Affiliates shall be responsible to any Revolving Credit Lender for any of the following: (i) Any recitals, statements, representations or warranties made by any Borrower the Borrower, or any other PersonPerson (other than for statements made herein or in writing by the Agent). (ii) Any appraisals or other assessments of the assets of any the Borrower or of any other Person anyone else responsible for or on account of the Liabilities. (iii) The value, validity, effectiveness, genuineness, enforceability, or sufficiency of the Loan Agreement, the Loan Documents or any other document referred to or provided for therein. (iv) Any failure by any Borrower the Borrower, or any other Person (other than the Agent) to perform its such Person’s obligations under the Loan Documents. (cd) The Agent may employ attorneys, accountants, and other professionals and agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such attorneys, accountants, and other professionals or agents or attorneys-in-fact selected by the Agent with reasonable care. No such attorney, accountant, other professional, agent, or attorney-in-fact shall be responsible for any action taken or omitted to be taken by any other such Person. (de) Neither the Agent, nor any of its directors, officers, or employees shall not be responsible for any action taken or omitted to be taken or omitted to be taken by any other of them in connection herewith in reliance upon advice of its counsel nor, in any other event except for any action taken or omitted to be taken as to which a final judicial determination has been or is made (in a proceeding in which such Person has had an opportunity to be heard) that such Person had acted in a grossly negligent manner, in actual bad faith, or in willful misconduct. (ef) The With respect to the repayment of the Liabilities, Agent shall not have any responsibility in any event for more funds than the Agent actually receives and collects. (fg) The Agent, in its separate capacity as a Lender, shall have the same rights and powers hereunder as any other Lender. (h) The Agent shall not be required to perfect any Lien in real estate fixtures (other than for Warehouse locations), Leaseholds (except Eligible Leaseholds), motor vehicles covered by certificates of title, or responsible for any failure to do so.

Appears in 1 contract

Samples: Loan and Security Agreement (Wild Oats Markets Inc)

Responsibilities of Agent. (a) The Agent shall not have any duties or responsibilities to, or any fiduciary relationship with, any Revolving Credit Lender except for those expressly set forth in this Agreement. (b) Neither the Agent nor any of its Affiliates shall be responsible to any Revolving Credit Lender for any of the following: (i) Any recitals, statements, representations or warranties made by any Borrower Loan Party or any other Person. (ii) Any appraisals or other assessments of the assets of any Borrower Loan Party or of any other Person responsible for or on account of the Liabilities. (iii) The value, validity, effectiveness, genuineness, enforceability, or sufficiency of the Loan Agreement, the Loan Documents or any other document referred to or provided for therein. (iv) Any failure by any Borrower Loan Party or any other Person (other than the Agent) to perform its obligations under the Loan Documents. (c) The Agent may employ attorneys, accountants, and other professionals and agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such attorneys, accountants, and other professionals or agents or attorneys-in-fact selected by the Agent with reasonable care. No such attorney, accountant, other professional, agent, or attorney-in-fact shall be responsible for any action taken or omitted to be taken by any other such Person. (d) Neither the Agent, nor any of its directors, officers, or employees shall be responsible for any action taken or omitted to be taken or omitted to be taken by any other of them in connection herewith in reliance upon advice of its counsel nor, in any other event except for any action taken or omitted to be taken as to which a final judicial determination has been or is made (in a proceeding in which such Person has had an opportunity to be heard) that such Person had acted in a grossly negligent manner, in actual bad faith, or in willful misconduct. (e) The Agent shall not have any responsibility in any event for more funds than the Agent actually receives and collects. (f) The Agent, in its separate capacity as a Lender, shall have the same rights and powers hereunder as any other Lender.

Appears in 1 contract

Samples: Loan and Security Agreement (Odd Job Stores Inc)

Responsibilities of Agent. (a) The Agent may treat the payee of any Note as the holder thereof until written notice of the transfer thereof shall have been received by it pursuant to Section 10.4 hereof. The Agent does not make any warranty or representation to any Lender, and shall not have any duties or responsibilities to, or any fiduciary relationship with, any Revolving Credit Lender except for those expressly set forth in this Agreement. (b) Neither the Agent nor any of its Affiliates shall be responsible to any Revolving Credit Lender for any of the following: (i) Any recitals, statements, representations or warranties made herein or in any document prepared by any or given by the Borrower or any other Person. Person to the Lenders in connection herewith (ii) Any appraisals or other assessments of for the assets accuracy or completeness of any Borrower such document) or of any other Person responsible for or on account of the Liabilities. (iii) The value, validityexecution, effectiveness, genuineness, enforceability, validity or sufficiency enforceability of this Agreement or the Loan Agreement, the Loan Documents Notes or any other document referred document, agreement or instrument delivered in connection herewith or related hereto, or be liable for failing to make any inquiry concerning the performance or provided for therein. (iv) Any failure by observance of any Borrower of the terms, provisions or conditions of this Agreement or any Note or any other document, agreement or instrument delivered in connection herewith or related hereto. The Agent shall be entitled to retain for its own use any amounts paid to it in its capacity as such. The Agent shall not be deemed to have known of the occurrence of an Event of Default or other event the occurrence or non-occurrence of which with the giving of notice or lapse of time or both would become an Event of Default or comparable event under any other agreement unless the Agent has received written notice from a Lender or the Borrower specifying such Event of Default or other event and stating that such notice is a "Notice of Default" or from any other relevant Person so specifying. If (other than i) the AgentAgent receives a notification pursuant to the preceding sentence, or (ii) the Borrower fails to perform its obligations under pay in accordance with the Loan Documents. (c) terms hereof to the 60 55 Agent when due the principal of or interest on any Note or any commitment fee payable to any Lender hereunder, the Agent shall promptly give written notice thereof to the Lenders. The Agent may employ attorneys, accountants, decline to take any action except upon the written direction of the Majority Lenders in accordance with the voting procedures agreement entered into by the Lenders and other professionals the Agent on the date hereof and agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct Agent may obtain a ratification by such Majority Lenders of any action taken by it under this Agreement or any other document, agreement or instrument delivered in connection herewith or related hereto as provided in such attorneys, accountants, and other professionals or agents or attorneys-in-fact selected by voting procedures agreement. The Agent shall have no liability to the Agent with reasonable care. No such attorney, accountant, other professional, agent, or attorney-in-fact shall be responsible Lenders for any action taken by it upon the direction of the Majority Lenders or omitted to be taken if ratified by any other such Person. (d) Neither the AgentMajority Lenders, nor shall the Agent have any of its directors, officers, or employees shall be responsible such liability for any action taken or omitted failure to be taken or omitted to be taken by any other of them in connection herewith in reliance upon advice of its counsel nor, in any other event except for any action taken or omitted to be taken as to which a final judicial determination act unless the Agent has been or is made (instructed to act by the Majority Lenders. The action of the Majority Lenders shall in a proceeding in which such Person has had an opportunity to be heard) that such Person had acted in a grossly negligent manner, in actual bad faith, or in willful misconduct. (e) each case bind all of the Lenders hereunder. The Agent shall not have be required to take any responsibility in any event for more funds than action which exposes the Agent actually receives to personal liability (unless indemnified to its satisfaction for any and collectsall consequences of such action) or which is contrary to this Agreement or any Legal Requirement. (f) The Agent, in its separate capacity as a Lender, shall have the same rights and powers hereunder as any other Lender.

Appears in 1 contract

Samples: Loan Agreement (Union Texas Petroleum Holdings Inc)

Responsibilities of Agent. (a) The Agent shall not have any duties or responsibilities to, or any fiduciary relationship with, any Revolving Credit Lender except for those expressly set forth in this Agreement. (b) Neither the Agent nor any of its Affiliates shall be responsible to any Revolving Credit Lender for any of the following: (i) Any recitals, statements, representations or warranties made by any Borrower or any other Person. (ii) Any appraisals or other assessments of the assets of any Borrower or of any other Person responsible for or on account of the Liabilities. (iii) The value, validity, effectiveness, genuineness, enforceability, or sufficiency of the Loan Agreement, the Loan Documents or any other document referred to or provided for therein. . (iv) Any failure by any Borrower or any other Person (other than the Agent) to perform its obligations under the Loan Documents. (c) The Agent may employ attorneys, accountants, and other professionals and agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such attorneys, accountants, and other professionals or agents or attorneys-in-fact selected by the Agent with reasonable care. No such attorney, accountant, other professional, agent, or attorney-in-fact shall be responsible for any action taken or omitted to be taken by any other such Person. (d) Neither the Agent, nor any of its directors, officers, or employees shall be responsible for any action taken or omitted to be taken or omitted to be taken by any other of them in connection herewith in reliance upon advice of its counsel nor, in any other event except for any action taken or omitted to be taken as to which a final judicial determination has been or is made (in a proceeding in which such Person has had an opportunity to be heard) that such Person had acted in a grossly negligent manner, in actual bad faith, or in willful misconduct. (e) The Agent shall not have any responsibility in any event for more funds than the Agent actually receives and collects. (f) The Agent, in its separate capacity as a Lender, shall have the same rights and powers hereunder as any other Lender.

Appears in 1 contract

Samples: Loan and Security Agreement (Childrens Place Retail Stores Inc)

Responsibilities of Agent. (a) The Agent shall not have any duties or responsibilities to, or any fiduciary relationship with, any Revolving Credit Lender except for those expressly set forth in this Agreement. (b) Neither the No Agent nor or any of its their respective Affiliates shall be responsible to any Revolving Credit Lender for any of the following: (i) Any recitals, statements, representations or warranties made by any Borrower or any other Person.. 107 (ii) Any appraisals or other assessments of the assets of any Borrower or of any other Person responsible for or on account of the Liabilities. (iii) The value, validity, effectiveness, genuineness, enforceability, or sufficiency of the Loan Agreement, the Loan Documents or any other document referred to or provided for therein. (iv) Any failure by any Borrower or any other Person (other than the applicable Agent) to perform its respective obligations under the Loan Documents. (c) The Each Agent may employ attorneys, accountants, and other professionals and agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such attorneys, accountants, and other professionals or agents or attorneys-in-fact selected by the Agent with reasonable care. No such attorney, accountant, other professional, agentagents, or attorney-in-fact shall be responsible for any action taken or omitted to be taken by any other such Person. (d) Neither the No Agent, nor or any of its their respective directors, officers, or employees shall be responsible for any action taken or omitted to be taken or omitted to be taken by any other of them in connection herewith in reliance upon advice of its counsel nor, in any other event except for any action taken or omitted to be taken as to which a final judicial determination has been or is made (in a proceeding in which such Person has had an opportunity to be heard) that such Person had acted in a grossly negligent manner, in actual bad faith, or in willful misconduct. (e) The No Agent shall not have any responsibility in any event for more funds than the such Agent actually receives and collects. (f) The Each Agent, in its separate capacity as a Lender, shall have the same rights and powers hereunder as any other Lender.

Appears in 1 contract

Samples: Loan and Security Agreement (DSW Inc.)

Responsibilities of Agent. (a) The Agent shall not have any duties or responsibilities to, or any fiduciary relationship with, any Revolving Credit Lender except for those expressly set forth in this Agreement. (b) Neither the No Agent nor or any of its their respective Affiliates shall be responsible to any Revolving Credit Lender for any of the following: (i) Any recitals, statements, representations or warranties made by any Borrower or any other Person. (ii) Any appraisals or other assessments of the assets of any Borrower or of any other Person responsible for or on account of the Liabilities. (iii) The value, validity, effectiveness, genuineness, enforceability, or sufficiency of the Loan Agreement, the Loan Documents or any other document referred to or provided for therein. (iv) Any failure by any Borrower or any other Person (other than the applicable Agent) to perform its respective obligations under the Loan Documents. (c) The Each Agent may employ attorneys, accountants, and other professionals and agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such attorneys, accountants, and other professionals or agents or attorneys-in-fact selected by the Agent with reasonable care. No such attorney, accountant, other professional, agentagents, or attorney-in-fact shall be responsible for any action taken or omitted to be taken by any other such Person. (d) Neither the No Agent, nor or any of its their respective directors, officers, or employees shall be responsible for any action taken or omitted to be taken or omitted to be taken by any other of them in connection herewith in reliance upon advice of its counsel nor, in any other event except for any action taken or omitted to be taken as to which a final judicial determination has been or is made (in a proceeding in which such Person has had an opportunity to be heard) that such Person had acted in a grossly negligent manner, in actual bad faith, or in willful misconduct. (e) The No Agent shall not have any responsibility in any event for more funds than the such Agent actually receives and collects. (f) The Each Agent, in its separate capacity as a Lender, shall have the same rights and powers hereunder as any other Lender.

Appears in 1 contract

Samples: Loan and Security Agreement (Value City Department Stores Inc /Oh)

Responsibilities of Agent. (a) The Agent shall not have any duties or responsibilities to, or any fiduciary relationship with, to any Revolving Credit Lender except for those expressly set forth in this Agreement and in the other Loan Documents. Neither the Syndication Agent, the Documentation Agent nor the Collateral Agent shall have any duties or responsibilities under this Agreement. (b) The Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing; (c) Neither the Agent nor any of its Affiliates shall be responsible to any Revolving Credit Lender for any of the following: (i) Any recitals, statements, representations or warranties made by any the Borrower or any other Person. (ii) Any appraisals or other assessments of the assets of any the Borrower or of any other Person responsible for or on account of the Liabilities. (iii) The value, validity, effectiveness, genuineness, enforceability, or sufficiency of the Loan Agreement, the Loan Documents or any other document referred to or provided for therein. (iv) Any failure by any the Borrower or any other Person (other than the Agent) to perform its obligations under the Loan Documents. (cd) The Agent may employ attorneys, accountants, and other professionals and agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such attorneys, accountants, and other professionals or agents or attorneys-in-fact selected by the Agent with reasonable care. No such attorney, accountant, other professional, agent, or attorney-in-fact shall be responsible for any action taken or omitted to be taken by any other such Person. (de) Neither the Agent, nor any of its directors, officers, or employees shall be responsible for any action taken or omitted to be taken or omitted to be taken by any other of them in connection herewith in reliance upon advice of its counsel nor, in any other event except for any action taken or omitted to be taken as to which a final judicial determination has been or is made (in a proceeding in which such Person has had an opportunity to be heard) that such Person had acted in a grossly negligent manner, in actual bad faith, or in willful misconduct. (ef) The Agent shall not have any responsibility in any event for more funds than the Agent actually receives and collects. (fg) The Agent, in its separate capacity as a Revolving Credit Lender, shall have the same rights and powers hereunder as any other Revolving Credit Lender and may exercise the same as though it were not the Agent and the term “Revolving Credit Lender” or “Revolving Credit Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if such Person were not the Agent hereunder and without any duty to account therefor to the Revolving Credit Lenders. (h) The Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Agent is required to exercise as directed in writing by the SuperMajority Lenders (or such other number or percentage of the Revolving Credit Lenders as shall be expressly provided for herein or in the other Loan Documents), provided that the Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Agent to liability or that is contrary to any Loan Document or applicable law. (i) The Agent shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as the Agent or any of its Affiliates in any capacity. (j) The Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the SuperMajority Lenders (or such other number or percentage of the Revolving Credit Lenders as shall be necessary, or as the Agent shall believe in good faith shall be necessary, under the circumstances) or (ii) in the absence of its own gross negligence or willful misconduct. The Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given to the Agent by the Borrower, a Revolving Credit Lender or the Issuer. (k) The 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 4 or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Agent.

Appears in 1 contract

Samples: Loan and Security Agreement (Gander Mountain Co)

Responsibilities of Agent. (a) The It is expressly understood and agreed that the obligations of the Agent shall not have any duties or responsibilities to, or any fiduciary relationship with, any Revolving Credit Lender except for under the Loan Documents are only those expressly set forth in this Agreementthe Loan Documents. (b) A. The Agent shall be entitled to assume that no Default or Event of Default has occurred and is continuing, unless the Agent has actual knowledge of such fact or has received notice from a Lender that such Lender considers that a Default or an Event of Default has occurred and is continuing and specifying the nature thereof. B. In the event that the Agent shall acquire actual knowledge of any Event of Default or of an event which, with the giving of notice or the lapse of time, or both, would constitute an Event of Default, the Agent shall promptly give notice thereof to the Lenders. C. Lenders recognize and agree, that for the purposes of Section 2.1 hereof the Agent shall not be required to independently determine whether the conditions described in Section 8.2 have been satisfied and, in disbursing funds to the Borrowers, may rely fully upon statements contained in the relevant Notice of Borrowing. D. Neither the Agent nor any of its Affiliates directors, officers, employees or agents shall be liable as such for any action taken or omitted to be taken by it or them hereunder or under any of the other Loan Documents or in connection herewith or therewith at the request or with the approval of the Lenders (or, if otherwise specifically required hereunder or thereunder, the consent of all the Lenders). E. Neither the Agent nor any of its 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 Lender, other than the Agent, of any of its obligations hereunder or to any Lender on account of the failure of or delay in performance or breach by any other Lender or the Borrowers of any of their respective obligations hereunder or in connection herewith. F. The Agent shall, in the absence of knowledge to the contrary, be entitled to accept any certificate furnished pursuant to this Agreement or any of the other Loan Documents as conclusive evidence of the facts stated therein. The Agent shall incur no liability under or in respect of any of the Loan Documents by acting upon any such notice, consent, certifi- cate, warranty or other paper or instrument believed by it to be genuine or authentic or to be signed by the proper party or parties, or with respect to anything which it may do or refrain from doing in the exercise of its judgment, or which may appear to it to be neces- sary or desirable in the circumstances. G. The Agent shall not be responsible to any Revolving Credit Lender the Lenders for any of the following: (i) Any recitals, statements, representations or warranties made contained in this Agreement, or in any certificate or other document referred to or provided for in, or received by any Borrower Lender under, this Agreement, or any other Person. (ii) Any appraisals or other assessments of for the assets of any Borrower or of any other Person responsible for or on account of the Liabilities. (iii) The value, validity, effectiveness, genuineness, enforceability, enforceability or sufficiency of the Loan Agreement, the Loan Documents this Agreement or any other document referred to or provided for thereinherein or for any failure by Borrowers to perform any of its obligations hereunder. (iv) Any failure by any Borrower or any other Person (other than the Agent) to perform its obligations under the Loan Documents. (c) The H. Agent may employ attorneys, accountants, and other professionals and agents and attorneys-in-fact and shall not be responsible answerable, except as to money or securities received by it or its authorized agents, for the negligence or misconduct of any such attorneys, accountants, and other professionals or agents or attorneys-in-fact selected by it. I. The relationship between the Agent with reasonable careand each of the Lenders is only that of principal and agent and has no fiduciary aspects, and the Agent's duties hereunder are acknowledged to be only ministerial and not involving the exercise of discretion on its part. No such attorney, accountant, other professional, agent, Nothing in this Agreement or attorney-in-fact elsewhere contained shall be responsible construed to impose on the Agent any duties or responsibilities other than those for which express provision is herein made. In performing its duties and functions hereunder, the Agent does not assume and shall not be deemed to have assumed, and hereby expressly disclaims, any action taken obligation or omitted responsibility toward or any relationship of agency or trust with or for the Borrowers. As to be taken any matters not expressly provided for by any other such Person. this Agreement (d) Neither including, without limitation, enforcement or collection of the AgentNote), nor any of its directors, officers, or employees shall be responsible for any action taken or omitted to be taken or omitted to be taken by any other of them in connection herewith in reliance upon advice of its counsel nor, in any other event except for any action taken or omitted to be taken as to which a final judicial determination has been or is made (in a proceeding in which such Person has had an opportunity to be heard) that such Person had acted in a grossly negligent manner, in actual bad faith, or in willful misconduct. (e) The the Agent shall not have be required to exercise any responsibility discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting upon the instructions of the Lenders and such instructions shall be binding upon all the Lenders and all holders of the Note; provided, however, that Agent shall not be required to take any event for more funds than the action which exposes Agent actually receives and collectsto personal liability or which is contrary to this Agreement or applicable law. (f) The Agent, in its separate capacity as a Lender, shall have the same rights and powers hereunder as any other Lender.

Appears in 1 contract

Samples: Credit Agreement (Innovative Valve Technologies Inc)