Responsibility of the Agent. The Agent takes no responsibility for the truth of any covenants, representations or undertakings given or made herein or for the validity, effectiveness, adequacy, legality or enforceability of this Agreement or any of the Security Documents. Neither the Agent nor any of its directors, officers, employees or attorneys-in-fact shall be responsible for any action taken or omitted to be taken by it or them under or in connection herewith, except for its or their own gross negligence or willful misconduct.
Responsibility of the Agent. The Agent shall be under no duty to take any action on behalf of the Fund except as specifically set forth herein or as may be specifically agreed to by the Agent in writing. The Agent shall not be liable for any error in judgment or mistake at law for any loss suffered by the Fund in connection with any matters to which this Agreement relates, but nothing herein contained shall be construed to protect the Agent against any liability by reason of willful misfeasance, willful misconduct, or negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement. Without limiting the generality of the foregoing or of any other provision of this Agreement, the Agent in connection with its duties under this Agreement shall not be under any duty or obligation to inquire into and shall not be liable for or in respect of:
(a) the validity or invalidity or authority or lack thereof of any Proper Instruction, notice or other instrument which conforms to the applicable requirements of this Agreement, and which the Agent reasonably believes to be genuine;
(b) delays or errors or loss of data occurring by reason of circumstances beyond the Agent's control, including, without limitation, acts of civil or military authority, national emergencies, labor difficulties, fire, mechanical breakdowns, flood or catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply; or
(c) the accuracy of security market quotations provided to Agent by Quotron Financial Information Services or such other service or source designated by the Fund's investment adviser, except when the Fund or investment adviser has given or caused the Agent to be given instructions to utilize a different market value. In addition, nothing herein shall require the Agent to perform any duties under this Agreement on any day on which the Agent or the New York Stock Exchange, Inc. is closed for business.
Responsibility of the Agent. The duties and obligations of the Agent under this Agreement are only those expressly set forth in this Agreement. The Agent shall be entitled to assume that no Default or Event of Default has occurred and is continuing unless it 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 an Event of Default has occurred and is continuing, and such Lender shall specify in detail the nature thereof in writing. The Agent shall provide each Lender with copies of such documents received by the Agent from the Borrower as such Lender may reasonably request.
Responsibility of the Agent. The Companies hereby designate AEPSC as their Agent for the purpose of:
(a) coordinating the acquisition, disposition, planning, design, construction, operation and maintenance of the Generating Units of the Companies, including any Joint Units; and
(b) supervising the design, construction, operation and maintenance of the Central Control Center.
Responsibility of the Agent. The duties and obligations of the Agent under this Agreement are only those expressly set forth in this Agreement. The Agent shall be entitled to assume that no Default or Event of Default has occurred and is continuing unless it has actual knowledge, or has been notified in writing by the Borrower, of such fact, or has been notified by a Bank in writing that such Bank considers that a Default or an Event of Default has occurred and is continuing, and such Bank shall specify in detail the nature thereof in writing. The Agent shall not be liable hereunder for any action taken or omitted to be taken except for its own gross negligence or wilful misconduct as determined by a final, non-appealable judicial order of a court of competent jurisdiction. The Agent shall provide each Bank with copies of such documents received from the Borrower as such Bank may reasonably request.
Responsibility of the Agent. The obligations of the Agent to the Lenders under each Loan Document are only those expressly set forth in such Loan Document, subject as otherwise provided in this Article Thirteen. The Agent shall not have any fiduciary obligation to any Lender. The Agent shall only have those contractual obligations expressly set forth in each Loan Document. The Agent shall not have any duty or obligation to investigate whether a Default or an Event of Default has occurred. The Agent shall be entitled to assume that no Default or Event of Default has occurred and is continuing, unless any officer of the Agent charged with the administration of the Loan Documents has actual knowledge or has been notified by a 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 the Agent. The Companies hereby designate CSWS as their Agent for the purpose of:
(a) coordinating the acquisition, disposition, planning, design, construction, operation and maintenance of the Generating Units of the Companies, including any Joint Units; and
(b) supervising the design, construction, operation and maintenance of the Central Control Center.
Responsibility of the Agent. As soon as practicable after this Agreement becomes effective, the Parties shall designate an Agent for the purpose of:
a) coordinating the System Dispatch;
b) maintaining the reliability of the Combined System through monitoring and security assessments;
c) arranging and scheduling Off-System Purchases;
d) coordinating the provision of transmission service;
e) the development of certain bills and billing related information;
f) operation and maintenance of a central control center to achieve these purposes; and
g) other such activities and duties as may be necessary or as assigned by the Operating Committee.
Responsibility of the Agent. Neither the Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken under or in connection with this Agreement or any of the other Loan Documents, except for its or their gross negligence or willful misconduct. Without limiting the generality of the foregoing, the Agent:
(a) shall not be responsible to the Borrower or any other Person as a result of any failure or delay in performance by, or any breach by, any Lender of any of its obligations under this Agreement or any of the Loan Documents,
(b) shall not be responsible to any Lender or the holder of any Note as a result of any failure or delay in performance by, or any breach by, the Borrower of any of its obligations under this Agreement or any of the Loan Documents,
(c) shall not be responsible to any Lender for any statements, representations or warranties in this Agreement or any of the Loan Documents or for the validity, effectiveness, enforceability or sufficiency of this Agreement or any of the Loan Documents or any document or instrument delivered in connection with the transactions contemplated by this Agreement, including, without limitation, any documents that may be delivered pursuant to ARTICLE 4,
(d) shall not be bound to ascertain or inquire as to the performance or observance of any of the terms, provisions or conditions of this Agreement or any of the Loan Documents on the part of the Borrower,
(e) shall be entitled to rely upon any writing, statement or notice or any telegraphed, telexed or teletyped message believed by it to be genuine and correct and to have been signed or sent by the proper Person,
(f) may consult with counsel and shall be fully protected in any action taken or omitted to be taken in accordance with the advice or opinion of such counsel,
(g) may employ agents and attorneys-in-fact and shall not be liable for the default or misconduct of any such selected by the Agent with reasonable care, and
(h) may treat the payee of a Note as the holder thereof until it receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Agent.
Responsibility of the Agent. The Companies hereby designate Services as their Agent for the purpose of: (a) coordinating the planning, operating and maintaining of the Generating Units and Intertransmission Facilities of the Companies; (b) design and construction of the Joint Units; and (c) design, construction, operation and maintenance of the Central Control Center.
