Responsibility of Administrative Agent. The duties and obligations of the Administrative Agent to the Finance Parties under the Credit Documents are only those expressly set forth herein. The Administrative Agent shall not have any duty to the Finance Parties to investigate whether a Default or an Event of Default has occurred. The Administrative Agent shall, as regards the Finance Parties, be entitled to assume that no Default or Event of Default has occurred and is continuing unless the Administrative Agent has actual knowledge or has been notified by the Borrower of such fact or has been notified by a Finance Party that such Finance Party considers that a Default or Event of Default has occurred and is continuing, such notification to specify in detail the nature thereof.
Responsibility of Administrative Agent. The duties and obligations of the Administrative Agent to the Lenders under the Credit Documents are only those expressly set forth herein. The Administrative Agent shall not have any duty to the Lenders to investigate whether a Default or an Event of Default has occurred. The Administrative Agent shall, as regards the Lenders, be entitled to assume that no Default or Event of Default has occurred and is continuing unless the Administrative Agent has actual knowledge or has been notified by the Borrower of such fact or has been notified by a Lender that such Lender considers that a Default or Event of Default has occurred and is continuing, such notification to specify in detail the nature thereof.
Responsibility of Administrative Agent. It is expressly understood and agreed that the obligations of the Administrative Agent under the Loan Documents are only those expressly set forth in the Loan Documents and that the Administrative Agent shall be entitled to assume that no Default exists and shall be deemed not to have knowledge of any Default, unless and until the Administrative Agent receives written notice from a Borrower or from a Lender that such Borrower or Lender considers that a Default exists and specifying the nature thereof. The Lenders recognize and agree that the Administrative Agent has no responsibility for confirming the accuracy of any statements made by any Borrower or any Subsidiary Guarantor, or to inspect the property, including the books and financial records, of any Borrower or any Subsidiary Guarantor, and in disbursing funds to the Borrowers, the Administrative Agent may rely fully upon statements contained in the relevant Notice of Advance. Neither the Administrative Agent nor any of its Related Parties shall be liable for any action taken or omitted to be taken by it under or in connection with the Loan Documents, except for its own gross negligence or willful misconduct. In the absence of gross negligence or willful misconduct, the Administrative Agent shall incur no liability under or in respect of any of the Loan Documents by acting upon any 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 reasonable exercise of its judgment, or which may seem to it to be necessary or desirable in the premises. The Administrative Agent shall not be responsible to the Lenders for, or have any duty to ascertain or inquire into (i) any recitals, statements, representations or warranties contained in or made in connection with this Agreement, any other Loan Document or in any certificate or other document referred to or provided for in, or received by any Lender under, this Agreement, (ii) the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, any other Loan Document or any document referred to or provided for herein, (iii) any failure by the Borrowers or the Subsidiary Guarantors to perform any of their obligations hereunder or thereunder or (iv) other than to confirm receipt of items expressly required to be delivered to the Administrative Agent, the satisfaction of...
Responsibility of Administrative Agent. Neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys, attorneys-in-fact or Affiliates shall be responsible for or have any duty to ascertain, inquire into, or verify (i) any recital, statement, representation or warranty made by the Borrower or Guarantor or any of their officers or agents contained in this Agreement or the other Loan Documents or in any certificate or other document delivered in connection therewith; (ii) the performance or observance of any of the covenants or agreements contained in, or the conditions of, this Agreement or the other Loan Documents; (iii) the state or condition of any properties of the Borrower or any other obligor hereunder constituting Collateral for the Obligations of the Borrower hereunder, or any information contained in the books or records of the Borrower; (iv) the validity, enforceability, collectability, effectiveness or genuineness of this Agreement or any other Loan Document or any other certificate, document or instrument furnished in connection therewith; or (v) the validity, attachment, priority or perfection of any lien securing or purporting to secure the Obligations or the value or sufficiency of any of the Collateral.
Responsibility of Administrative Agent. It is expressly understood and agreed that the obligations of the Administrative Agent hereunder to the Lenders are only those expressly set forth in this Agreement and the other Credit Documents and that the Administrative Agent shall be entitled to assume that no Default or Event of Default has occurred and is continuing unless the Administrative Agent has actual knowledge of such fact or has received notice from a Lender or a Borrower that such Lender or such Borrower consider that a Default or an Event of Default has occurred and is continuing and specifying the nature thereof.
Responsibility of Administrative Agent. The Administrative Agent shall not at any time be under any duty or responsibility to any of the Lenders to determine the Conversion Price or whether any facts exist which may require any adjustment of the Conversion Price, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein in making the same. The Administrative Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Day Runner Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any Convertible Note; and the Administrative Agent makes no representations or warranties with respect thereto. The Administrative Agent shall not be responsible for any failure of Day Runner to issue, transfer or deliver any shares of Day Runner Common Stock or stock certificates or other securities or property or cash upon the surrender of any Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of Day Runner contained in this Article. The Administrative Agent shall be responsible for tendering Convertible Notes actually surrendered by the Lenders for conversion, and for delivering Conversion Stock actually received from Day Runner to the Lenders, as provided in Section 4.2(b) and (c).
Responsibility of Administrative Agent. The Administrative Agent makes no representation or warranty, and accepts no responsibility, with respect to the due execution, legality, validity, sufficiency or enforceability of any Document or any other instrument or document referred to herein or relative hereto. The Administrative Agent assumes no responsibility for the financial condition of the Borrower or any of the other Credit Parties or for the repayment of any of the Advances. The Administrative Agent assumes no responsibility with respect to the accuracy, authenticity, legality, validity, sufficiency or enforceability of any documents, papers, materials or other information furnished by the Borrower, any other Credit Party or any other Person to the Administrative Agent or to any Lender in connection with any of the Documents or any matter referred to therein. Except for its gross negligence or wilful misconduct, the Administrative Agent shall incur no liability to the Lenders under or in respect of this Agreement or any of the other Documents with respect to anything which it may do or refrain from doing in the reasonable exercise of its judgment or which may seem to it to be necessary or desirable in the circumstances. The Administrative Agent assumes no responsibility for the repayment of any of the Advances or other amounts outstanding under this Agreement or any of the other Documents by the Borrower or any of the other Credit Parties.
Responsibility of Administrative Agent. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall Administrative Agent have or be deemed to have any fiduciary relationship with any other member of the Lender Group, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Agreement with reference to Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Administrative Agent shall be entitled to assume that no Default exists unless it has actual knowledge, or has been notified by Borrower, of such fact, or has been notified by a Lender that such Lender considers that a Default exists, and such Lender shall specify in detail the nature thereof in writing. Administrative Agent shall provide each Lender with copies of such documents received from Borrower as such Lender may reasonably request.
Responsibility of Administrative Agent. It is expressly understood and agreed that the obligations of Administrative Agent under the Loan Documents are only those expressly set forth in the Loan Documents as to each and that Administrative Agent, shall be entitled to assume that no Default or Event of Default has occurred and is continuing, unless Administrative Agent has actual knowledge of such fact or has received notice from a Lender or the Borrower that such Lender or the Borrower considers that a Default or an Event of Default has occurred and is continuing and specifying the nature thereof. Neither Administrative Agent nor any of its directors, officers, attorneys or employees shall be liable for any action taken or omitted to be taken by them under or in connection with the Loan Documents, except for its or their own gross negligence or willful misconduct. Administrative Agent shall not incur liability under or in respect of any of the Loan Documents by acting upon any 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 reasonable exercise of its judgment, or which may seem to it to be necessary or desirable. Administrative Agent shall not be responsible to Lenders for any of the Borrower's recitals, statements, representations or warranties contained in any of the Loan Documents, or in any certificate or other document referred to or provided for in, or received by any Lender under, the Loan Documents, or for the value, validity,
