Common use of Responsibilities of Seller Clause in Contracts

Responsibilities of Seller. We will administer the Loans and the Note with the same degree of care as is customary generally for the administration of corporate loans in the New York financial market, provided that we will not be liable for any error of judgment, or for any action taken or omitted to be taken by us, except for our own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, we (a) may consult with legal counsel (including counsel for any Borrower), independent public accountants and other experts selected by us and shall not be liable for any action taken or omitted to be taken in good faith by us in accordance with the advice of such counsel, accountants or experts; (b) make no warranty or representation and shall not be responsible for any statements, warranties or representations (whether written or oral) made in or in connection with the Credit Agreement or any document relating thereto or for the financial condition of any Borrower; (c) 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 the Credit Agreement or any document relating thereto on the part of any Borrower or to inspect the property (including the books and records) of any Borrower; (d) shall not be responsible for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement, the Note or any document relating thereto; and (e) shall incur no liability under or in respect of the Credit Agreement, the Note or any such document by acting upon any notice, certificate or other instrument or writing (which may be by telecopier, telegram, cable or telex) believed by us to be genuine and signed or sent by the proper party or parties.

Responsibilities of Seller. We will administer the Loans and the Note with Grantor shall exercise the same degree of care as is customary generally for with respect to the administration of corporate loans the Participation as it would exercise for the extension of credit in the New York financial marketwhich it had not granted a participation interest; provided, provided that we that, Grantor will not be liable for any error of judgment, or for any Act (as defined in Section 8 below) or any action taken or omitted to be taken by usGrantor at the direction of Participant, except for our own as a result of Grantor’s gross negligence or willful misconduct. Without limitation of the generality of the foregoing, we Grantor (a) may consult with legal counsel (including counsel for any Borrowerthe Borrowers), independent public accountants and other experts selected by us Grantor and shall not be liable for any action taken or omitted to be taken in good faith by us Grantor in accordance with the advice of such counsel, accountants or experts; (b) make makes no warranty or representation and shall not be responsible for any statements, warranties or representations (whether written or oral) made in or in connection with any of the Credit Agreement Agreements or any document relating thereto or for the financial condition of any Borrowerof the Borrowers or any guarantor or for the value of any collateral; (c) 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 any of the Credit Agreement Agreements or any document relating thereto on the part of any Borrower of the Borrowers or to inspect the property (including the books and records) of any Borrowerof the Borrowers; (d) shall not be responsible for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any of the Credit Agreement, the Note Agreements or any document relating theretothereto or any collateral therefor; and (e) shall incur no liability under or in respect of any of the Credit Agreement, the Note Agreements or any such document or collateral by acting upon any notice, certificate or other instrument or writing (which may be by telecopier, telegram, cable or telex) believed by us Grantor to be genuine and signed or sent by the proper party or parties.

Responsibilities of Seller. We will administer the Loans and the our Note or Notes with the same degree of care as is customary generally for the administration of corporate loans in the New York San Francisco financial market, provided that that, we will not be liable for any error of judgment, or for any action taken or omitted to be taken by us, except for our own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, we we: (a) may consult with legal counsel (including counsel for any the Borrower), independent public accountants and other experts selected by us and shall not be liable for any action taken or omitted to be taken in good faith by us in accordance with the advice of such counsel, accountants or experts; (b) make no warranty or representation and shall not be responsible for any statements, warranties or representations (whether written or oral) made in or in connection with the Credit Agreement NPA or any document relating thereto or for the financial condition of the Borrower or for the value of any Borrowercollateral; (c) 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 the Credit Agreement NPA or any document relating thereto on the part of any the Borrower or to inspect the property (including the books and records) of any the Borrower; (d) shall not be responsible for the due execution, legality, validity, enforceability, genuineness, genuineness sufficiency or value of the Credit AgreementNPA, the our Note or Notes, or any document relating theretothereto or any collateral therefor; and (e) shall incur no liability under under, or in respect of the Credit Agreementof, the NPA, our Note or Notes, the Conversion Shares or any such document or collateral related to the foregoing by acting upon any notice, certificate or other instrument or writing (which may be by telecopier, telegram, cable or telex) believed by us to be genuine and signed or sent by the proper party or parties.

Responsibilities of Seller. We will administer the Loans and the Note Note[s] with the same degree of care as is customary generally for the administration of corporate loans in the New York financial market, provided provided, that we will not be liable for any error of judgment, or for any action taken or omitted to be taken by us, except for our own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, we (a) may consult with legal counsel (including counsel for any Borrower), independent public accountants and other experts selected by us and shall not be liable for any action taken or omitted to be taken in good faith by us in accordance with the advice of such counsel, accountants or experts; (b) make no warranty or representation and shall not be responsible for any statements, warranties or representations (whether written or oral) made in or in connection with the Credit Agreement or any document relating thereto or for the financial condition of any Borrower; (c) 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 the Credit Agreement or any document relating thereto on the part of any Borrower or to inspect the property (including the books and records) of any Borrower; (d) shall not be responsible for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement, the Note Note[s] or any document relating thereto; and (e) shall incur no liability under or in respect of the Credit Agreement, the Note Note[s] or any such document by acting upon any notice, certificate or other instrument or writing (which may be by email or telecopier, telegram, cable or telex) believed by us to be genuine and signed or sent by the proper party or parties.

Responsibilities of Seller. We will administer the Loans and the Note with the same degree of care as is customary generally for the administration of corporate loans in the New York financial market, provided that we will not be liable for any error of judgment, or for any action taken or omitted to be taken by us, except for our own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, we (a) may consult with legal counsel (including counsel for any Borrower), independent public accountants and other experts selected by us and shall not be liable for any action taken or omitted to be taken in good faith by us in accordance with the advice of such counsel, accountants or experts; (b) make no warranty or representation and shall not be responsible for any statements, warranties or representations (whether written or oral) made in or in connection with the Credit Term Loan Agreement or any document relating thereto or for the financial condition of any Borrower; (c) 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 the Credit Term Loan Agreement or any document relating thereto on the part of any Borrower or to inspect the property (including the books and records) of any Borrower; (d) shall not be responsible for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Term Loan Agreement, the Note or any document relating thereto; and (e) shall incur no liability under or in respect of the Credit Term Loan Agreement, the Note or any such document by acting upon any notice, certificate or other instrument or writing (which may be by telecopier, telegram, cable or telex) believed by us to be genuine and signed or sent by the proper party or parties.

Responsibilities of Seller. We will administer the Loans and the Note with Grantor shall exercise the same degree of care as is customary generally for with respect to the administration of corporate loans the Participation as it would exercise for the extension of credit in the New York financial marketwhich it had not granted a participation interest; provided, provided that we that, Grantor will not be liable for any error of judgment, or for any Act (as defined in Section 8 below) or any action taken or omitted to be taken by usGrantor at the direction of Participant, except for our own as a result of Grantor’s gross negligence or willful misconduct. Without limitation of the generality of the foregoing, we Grantor (a) may consult with legal counsel (including counsel for any Borrowerthe Borrowers), independent public accountants and other experts selected by us Grantor and shall not be liable for any action taken or omitted to be taken in good faith by us Grantor in accordance with the advice of such counsel, accountants or experts; (b) make makes no warranty or representation and shall not be responsible for any statements, warranties or representations (whether written or oral) made in or in connection with any of the Credit Agreement Agreements or any document relating thereto or for the financial condition of any Borrowerof the Borrowers or any guarantor or for the value of any collateral; (c) 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 any of the Credit Agreement Agreements or any document relating thereto on the part of any Borrower of the Borrowers or to inspect the property (including the books and records) of any Borrowerof the Borrowers; (d) shall not be responsible for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any of the Credit Agreement, the Note Agreements or any document relating theretothereto or any collateral therefor; and (e) shall incur no liability under or in respect of any of the Credit Agreement, the Note Agreements or any such document or collateral by acting upon any notice, certificate or other instrument or writing (which may be by telecopier, telegram, cable or telex) believed by us Grantor to be genuine and signed or sent by the proper party or parties. 5.