Common use of RESPONSIBILITIES OF AGENTS Clause in Contracts

RESPONSIBILITIES OF AGENTS. (a) The Administrative Agent shall have principal responsibilities for and primary authority for the administration of the credit facilities contemplated by this Agreement and for all matters for which the Collateral Agent is not responsible. In all instances where the allocation of responsibility and authority, as between the Collateral Agent and the Administrative Agent is in doubt, the Administrative Agent shall be vested with such responsibility and authority. (b) The Collateral Agent shall have principal responsibilities for and primary authority for the conduct of the Liquidation and the distribution of the proceeds of such Liquidation. (c) Neither Agent shall have any duties or responsibilities to, or any fiduciary relationship with, any Lender except for those expressly set forth in this Agreement. (d) Neither Agent nor any of its Affiliates shall be responsible to any Lender for any of the following: (i) Any recitals, statements, representations or warranties made by any Loan Party or any other Person. (ii) Any appraisals or other assessments of the assets of any 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 Loan Party or any other Person (other than the subject Agent) to perform its obligations under the Loan Documents. (e) 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 subject 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. (f) Neither 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 their respective 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. (g) Neither Agent shall have any responsibility in any event for more funds than that Agent actually receives and collects. (h) The Agents, in their separate capacities as Lenders, shall have the same rights and powers hereunder as any other Lender.

Appears in 5 contracts

Samples: Loan and Security Agreement (Casual Male Retail Group Inc), Loan and Security Agreement (Casual Male Retail Group Inc), Loan and Security Agreement (Casual Male Retail Group Inc)

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RESPONSIBILITIES OF AGENTS. (a) The Administrative Agent Agents shall have principal responsibilities for and primary authority for the administration of the credit facilities contemplated by this Agreement and for all matters for which the Collateral Agent is not responsible. In all instances where the allocation of responsibility and authority, as between the Collateral Agent and the Administrative Agent is in doubt, the Administrative Agent shall be vested with such responsibility and authority. (b) The Collateral Agent shall have principal responsibilities for and primary authority for the conduct of the Liquidation and the distribution of the proceeds of such Liquidation. (c) Neither Agent shall have any duties or responsibilities to, or any fiduciary relationship with, any Lender except for those expressly set forth in this Credit Agreement. (db) Neither Agent the Agents nor any of its their Affiliates or Related Funds shall be responsible to any Lender for any of the following: (i) Any recitals, statements, representations or warranties made by any Loan Party the Borrower or any other Person. (ii) Any appraisals or other assessments of the assets of any Loan Party the Borrower or of any other Person responsible for or on account of the LiabilitiesObligations. (iii) The value, validity, effectiveness, genuineness, enforceability, or sufficiency of the Loan this Credit Agreement, the Loan Documents Documents, or any other document referred to or provided for therein. (iv) Any failure by any Loan Party the Borrower or any other Person (other than the subject that Agent) to perform its obligations under the Loan Documents. (ec) Each Agent The Agents may employ attorneys, accountants, and other professionals and agents and attorneys-in-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-attorneys in fact selected by the subject Agent Agents 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. (fd) Neither Agentthe Agents, nor any of its their 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 their respective 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. (ge) Neither Agent The Agents shall not have any responsibility in any event for more funds than that Agent the Agents actually receives receive and collectscollect. (hf) The Agents, in their separate capacities capacity as Lendersa Lender, shall have the same rights and powers hereunder as any other Lender.

Appears in 4 contracts

Samples: Subordination Agreement (BTHC VII Inc), Subordination Agreement (Whitehall Jewelers Holdings, Inc.), Intercreditor and Lien Subordination Agreement (Whitehall Jewellers Inc)

RESPONSIBILITIES OF AGENTS. (a) The Administrative Agent shall have principal responsibilities for and primary authority for the administration of the credit facilities Revolving Credit Facility contemplated by this Agreement and for all matters for which the Collateral Agent is not responsible. In all instances where the allocation of responsibility and authority, as between the Collateral Agent and the Administrative Agent is in doubt, the Administrative Agent shall be vested with such responsibility and authority. (b) The Collateral Agent shall have principal responsibilities for and primary authority for the conduct of the Liquidation and the distribution of the proceeds of such Liquidation. (c) Neither Agent shall have any duties or responsibilities to, or any fiduciary relationship with, any Revolving Credit Lender except for those expressly set forth in this Agreement. (d) Neither 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 Loan Party or any other Person. (ii) Any appraisals or other assessments of the assets of any 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 Loan Party or any other Person (other than the subject Agent) to perform its obligations under the Loan Documents. (e) 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 subject 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. (f) Neither 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 their respective 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. (g) Neither Agent shall have any responsibility in any event for more funds than that Agent actually receives and collects. (h) The Agents, in their separate capacities as Revolving Credit Lenders, shall have the same rights and powers hereunder as any other Revolving Credit Lender.

Appears in 2 contracts

Samples: Loan and Security Agreement (Casual Male Retail Group Inc), Loan and Security Agreement (Casual Male Retail Group Inc)

RESPONSIBILITIES OF AGENTS. (a) The Administrative Agent shall have principal responsibilities for and primary authority for the administration of the credit facilities contemplated by this Agreement and for all matters for which the Collateral Agent is not responsible. In all instances where the allocation of responsibility and authority, as between the Collateral Agent and the Administrative Agent is in doubt, the Administrative Agent shall be vested with such responsibility and authority. (b) The Collateral Agent shall have principal responsibilities for and primary authority for the conduct of the Liquidation and the distribution of the proceeds of such Liquidation. (cb) Neither No Agent shall have any duties or responsibilities to, or any fiduciary relationship with, any Lender except for those expressly set forth in this Agreement. (dc) Neither No Agent nor any of its Affiliates shall be responsible to any Lender for any of the following: (i) Any recitals, statements, representations or warranties made by any Loan Party Borrower or any other Person. (ii) Any appraisals or other assessments of the assets of any Loan Party 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 Loan Party Borrower or any other Person (other than the subject Agent) to perform its obligations under the Loan Documents. (ed) Each Agent may employ attorneys, accountants, 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, accountants and other professionals or agents or attorneys-in-fact selected by the subject Agent with reasonable care. No such attorney, accountant, other professional, agent, agent or attorney-in-fact shall be responsible for any action taken or omitted to be taken by any other such Person. (fe) Neither No Agent, nor any of its directors, officers, 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 their respective 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, faith or in willful misconduct. (gf) Neither No Agent shall have any responsibility in any event for more funds than that Agent actually receives and collects. (hg) The Agents, in their separate capacities as Lenders, shall have the same rights and powers hereunder as any other Lender.

Appears in 1 contract

Samples: Loan and Security Agreement (Jacobson Stores Inc)

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RESPONSIBILITIES OF AGENTS. (a) The Administrative Agent Agents shall have principal responsibilities for and primary authority for the administration of the credit facilities contemplated by this Agreement and for all matters for which the Collateral Agent is not responsible. In all instances where the allocation of responsibility and authority, as between the Collateral Agent and the Administrative Agent is in doubt, the Administrative Agent shall be vested with such responsibility and authority. (b) The Collateral Agent shall have principal responsibilities for and primary authority for the conduct of the Liquidation and the distribution of the proceeds of such Liquidation. (c) Neither Agent shall have any duties or responsibilities to, or any fiduciary relationship with, any Lender except for those expressly set forth in this Agreement. (db) Neither Agent the Agents nor any of its their Affiliates or Related Funds shall be responsible to any Lender for any of the following: (i) Any recitals, statements, representations or warranties made by any Loan Party the Borrower or any other Person. (ii) Any appraisals or other assessments of the assets of any Loan Party the Borrower or of any other Person responsible for or on account of the LiabilitiesObligations. (iii) The value, validity, effectiveness, genuineness, enforceability, or sufficiency of the Loan this Agreement, the Loan Documents Documents, or any other document referred to or provided for therein. (iv) Any failure by any Loan Party the Borrower or any other Person (other than the subject that Agent) to perform its obligations under the Loan Documents. (ec) Each Agent The Agents may employ attorneys, accountants, and other professionals and agents and attorneys-in-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-attorneys in fact selected by the subject Agent Agents 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. (fd) Neither Agentthe Agents, nor any of its their 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 their respective 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. (ge) Neither Agent The Agents shall not have any responsibility in any event for more funds than that Agent the Agents actually receives receive and collectscollect. (hf) The Agents, in their separate capacities capacity as Lendersa Lender, shall have the same rights and powers hereunder as any other Lender.

Appears in 1 contract

Samples: Bridge Term Loan Credit Agreement (Whitehall Jewellers Inc)

RESPONSIBILITIES OF AGENTS. (a) The Administrative Agent shall have principal responsibilities for and primary authority for the administration of the credit facilities Term Facility contemplated by this Agreement and for all matters for which the Collateral Agent is not responsible. In all instances where the allocation of responsibility and authority, as between the Collateral Agent and the Administrative Agent is in doubt, the Administrative Agent shall be vested with such responsibility and authority. (b) The Collateral Agent shall have principal responsibilities for and primary authority for the conduct of the Liquidation and the distribution of the proceeds of such Liquidation. (c) Neither Agent shall have any duties or responsibilities to, or any fiduciary relationship with, any Term Lender except for those expressly set forth in this Agreement. (d) Neither Agent nor any of its Affiliates shall be responsible to any Term Lender for any of the following: (i) Any recitals, statements, representations or warranties made by any Loan Party or any other Person. (ii) Any appraisals or other assessments of the assets of any 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 Loan Party or any other Person (other than the subject Agent) to perform its obligations under the Loan Documents. (e) 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 subject 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. (f) Neither 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 their respective 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. (g) Neither Agent shall have any responsibility in any event for more funds than that Agent actually receives and collects. (h) The Agents, in their separate capacities as Term Lenders, shall have the same rights and powers hereunder as any other Term Lender.

Appears in 1 contract

Samples: Term Loan and Security Agreement (Destination Xl Group, Inc.)

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