Rights, Exculpation, Etc. Neither Agent nor any of its officers, directors, managers, members, equity owners, employees, attorneys or agents shall be liable to any Lender for any action lawfully taken or omitted by them hereunder or under any of the other Loan Documents, or in connection herewith or therewith; provided that the foregoing shall not prevent Agent from being be liable to the extent of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction on a final and nonappealable basis. Notwithstanding the foregoing, Agent shall be obligated on the terms set forth herein for performance of its express duties and obligations hereunder. Agent shall not be liable for any apportionment or distribution of payments made by it in good faith, and if any such apportionment or distribution is subsequently determined to have been made in error, the sole recourse of any Lender to whom payment was due but not made shall be to recover from the other Lenders any payment in excess of the amount to which they are determined to be entitled (and such other Lenders hereby agree promptly to return to such Lender any such erroneous payments received by them). In performing its functions and duties hereunder, Agent shall exercise the same care which it would in dealing with loans for its own account. Agent shall not be responsible to any Lender for any recitals, statements, representations or warranties made by Borrower herein or for the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency of this Agreement or any of the other Loan Documents or the transactions contemplated thereby, or for the financial condition of Borrower. Agent shall not be required to make any inquiry concerning either the performance or observance of any of the terms, provisions, or conditions of this Agreement or any of the Loan Documents or the financial condition of Borrower, or the existence or possible existence of any Default or Event of Default. Agent may at any time request instructions from Lenders with respect to any actions or approvals which by the terms of this Agreement or of any of the other Loan Documents Agent is permitted or required to take or to grant, and Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from taking any action or withholding any approval under any of the Loan Documents until it shall have received such instructions from the applicable percentage of Lenders. Without limiting the foregoing, no Lender shall have any right of action whatsoever against Agent as a result of Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of the applicable percentage of Lenders and, notwithstanding the instructions of Lenders, Agent shall have no obligation to take any action if it, in good faith, believes that such action exposes Agent or any of its officers, directors, managers, members, equity owners, employees, attorneys or agents to any personal liability unless Agent receives an indemnification satisfactory to it from Lenders with respect to such action.
Appears in 8 contracts
Samples: Loan and Security Agreement (Katapult Holdings, Inc.), Loan and Security Agreement (Katapult Holdings, Inc.), Loan and Security Agreement (Katapult Holdings, Inc.)
Rights, Exculpation, Etc. Neither Agent nor any of its officers, directors, managers, members, equity owners, employees, attorneys employees or agents shall be liable to any Lender for any action lawfully taken or omitted by them hereunder or under any of the other Loan Documents, or in connection herewith or therewith; provided , except that the foregoing Agent shall not prevent Agent from being be liable to the extent of its own gross negligence or willful misconduct as determined by a final non-appealable order by a court of competent jurisdiction on a final and nonappealable basis. Notwithstanding the foregoing, Agent shall be obligated on the terms set forth herein for performance of its express duties and obligations hereunderjurisdiction. Agent shall not be liable for any apportionment or distribution of payments made by it in good faith, faith and if any such apportionment or distribution is subsequently determined to have been made in error, error the sole recourse of any Lender to whom payment was due but not made made, shall be to recover from the other Lenders any payment in excess of the amount to which they are determined to be entitled (and such other Lenders hereby agree promptly to return to such Lender any such erroneous payments received by them). In no event shall Agent be liable for punitive, special, consequential, incidental, exemplary or other similar damages. In performing its functions and duties hereunder, Agent shall exercise the same care which it would in dealing with loans for its own account. , but neither Agent nor any of its agents or representatives shall not be responsible to any Lender for any recitals, statements, representations or warranties made by Borrower herein or for the execution, effectiveness, genuineness, validity, enforceability, collectability collectibility, or sufficiency of this Agreement or any of the other Loan Documents or the transactions contemplated thereby, or for the financial condition of Borrowerany Credit Party. Agent shall not be required to make any inquiry concerning either the performance or observance of any of the terms, provisions, provisions or conditions of this Agreement or any of the Loan Documents or the financial condition of Borrowerany Credit Party, or the existence or possible existence of any Default or Event of Default. Agent may at any time request instructions from Requisite Lenders, Supermajority Revolving Lenders or all affected Lenders with respect to any actions or approvals which by the terms of this Agreement or of any of the other Loan Documents Agent is permitted or required to take or to grant. If such instructions are promptly requested, and Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from taking any action or withholding any approval under any of the Loan Documents until it shall have received such instructions from the applicable percentage Requisite Lenders, Supermajority Revolving Lenders or such other portion of Lendersthe Lenders as shall be prescribed by this Agreement. Without limiting the foregoing, no Lender shall have any right of action whatsoever against Agent as a result of Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of the applicable percentage of Requisite Lenders, Supermajority Revolving Lenders or all affected Lenders, as applicable; and, notwithstanding the instructions of Requisite Lenders, Supermajority Revolving Lenders or all affected Lenders, as applicable, Agent shall have no obligation to take any action if itit believes, in good faith, believes that such action is deemed to be illegal by Agent or exposes Agent or any of its officers, directors, managers, members, equity owners, employees, attorneys or agents to any personal liability unless Agent receives an for which it has not received satisfactory indemnification satisfactory to it from Lenders in accordance with respect to such actionSection 8.2(e).
Appears in 8 contracts
Samples: Credit Agreement (Penhall International Corp), Credit Agreement (Southern Construction Products Inc), Credit Agreement (Osullivan Industries Inc)
Rights, Exculpation, Etc. Neither Documentation Agent nor any of its officers, directors, managers, members, equity owners, employees, attorneys or agents shall be liable to any Lender or Agent for any action lawfully taken or omitted by them hereunder or under any of the other Loan Documents, or in connection herewith or therewith; provided that the foregoing shall not prevent Documentation Agent from being be liable to the extent of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction on a final and nonappealable basis. Notwithstanding the foregoing, Documentation Agent shall be obligated on the terms set forth herein for performance of its express duties and obligations hereunder. Documentation Agent shall not be liable for any apportionment or distribution of payments made by it in good faith, and if any such apportionment or distribution is subsequently determined to have been made in error, the sole recourse of any Lender or Agent to whom payment was due but not made shall be to recover from the other Lenders (or, if applicable, Documentation Agent or Agent) any payment in excess of the amount to which they are determined to be entitled (and such other Lenders Lenders, Agent and Documentation Agent hereby agree promptly to return to such Lender (or, if applicable, Documentation Agent or Agent) any such erroneous payments received by them). In performing its functions and duties hereunder, Documentation Agent shall exercise the same care which it would in dealing with loans for its own account. Documentation Agent shall not be responsible to Agent or any Lender for any recitals, statements, representations or warranties made by Borrower the Credit Parties herein or for the execution, effectiveness, genuineness, validity, enforceability, collectability collectibility or sufficiency of this Agreement or any of the other Loan Documents or the transactions contemplated thereby, or for the financial condition of Borrowerthe Credit Parties. Documentation Agent shall not be required to make any inquiry concerning either (i) the performance or observance of any of the terms, provisions, or conditions of this Agreement or any of the Loan Documents or the financial condition of Borrowerthe Credit Parties, or (ii) the existence or possible existence of any Default or Event of Default, (iii) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (iv) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (v) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or the creation, perfection or priority of any Lien purported to be created by the Security Documents, (vi) the value or the sufficiency of any Collateral, or (vii) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to Documentation Agent. Documentation Agent shall not be deemed to have knowledge of any Default or Event of Default unless and until notice describing such Default or Event of Default is given to Documentation Agent by the Credit Parties, Agent, a Lender or the L/C Issuer. Documentation Agent may at any time request instructions from Lenders with respect to any actions or approvals which by the terms of this Agreement or of any of the other Loan Documents Documentation Agent is permitted or required to take or to grant, and Documentation Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from taking any action or withholding any approval under any of the Loan Documents until it shall have received such instructions from the applicable percentage of the Lenders. Without limiting the foregoing, no Lender Lenders and Agent shall not have any right of action whatsoever against Documentation Agent as a result of Documentation Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of the applicable percentage of the Lenders and, notwithstanding the instructions of Lenders, Documentation Agent shall have no obligation to take any action if it, in good faith, believes that such action is contrary to any Loan Document or applicable law or exposes Documentation Agent or any of its officers, directors, managers, members, equity owners, employees, attorneys or agents to any personal liability unless Documentation Agent receives an indemnification satisfactory to it from Lenders with respect to such action.
Appears in 6 contracts
Samples: Credit Agreement (DTLR Holding, Inc.), Credit Agreement (DTLR Holding, Inc.), Credit Agreement (DTLR Holding, Inc.)
Rights, Exculpation, Etc. Neither Agent nor any of its officers, directors, managers, members, equity owners, employees, attorneys or agents shall be liable to any Lender or Documentation Agent for any action lawfully taken or omitted by them hereunder or under any of the other Loan Documents, or in connection herewith or therewith; provided that the foregoing shall not prevent Agent from being be liable to the extent of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction on a final and nonappealable basis. Notwithstanding the foregoing, Agent shall be obligated on the terms set forth herein for performance of its express duties and obligations hereunder. Agent shall not be liable for any apportionment or distribution of payments made by it in good faith, and if any such apportionment or distribution is subsequently determined to have been made in error, the sole recourse of any Lender or Documentation Agent to whom payment was due but not made shall be to recover from the other Lenders (or, if applicable, Agent or Documentation Agent) any payment in excess of the amount to which they are determined to be entitled (and such other Lenders and Agent and Documentation Agent) hereby agree promptly to return to such Lender (or, if applicable, Agent or Documentation Agent) any such erroneous payments received by them). In performing its functions and duties hereunder, Agent shall exercise the same care which it would in dealing with loans for its own account. Agent shall not be responsible to any Lender or Documentation Agent for any recitals, statements, representations or warranties made by Borrower the Credit Parties herein or for the execution, effectiveness, genuineness, validity, enforceability, collectability collectibility or sufficiency of this Agreement or any of the other Loan Documents or the transactions contemplated thereby, or for the financial condition of Borrowerthe Credit Parties. Agent shall not be required to make any inquiry concerning either (i) the performance or observance of any of the terms, provisions, or conditions of this Agreement or any of the Loan Documents or the financial condition of Borrowerthe Credit Parties, or (ii) the existence or possible existence of any Default or Event of Default, (iii) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (iv) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (v) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or the creation, perfection or priority of any Lien purported to be created by the Security Documents, (vi) the value or the sufficiency of any Collateral, or (vii) 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 Agent. Agent shall not be deemed to have knowledge of any Default or Event of Default unless and until notice describing such Default or Event of Default is given to Agent by the Credit Parties, Documentation Agent, a Lender or the L/C Issuer. Agent may at any time request instructions from Lenders with respect to any actions or approvals which by the terms of this Agreement or of any of the other Loan Documents Documentation Agent is permitted or required to take or to grant, and Document Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from taking any action or withholding any approval under any of the Loan Documents until it shall have received such instructions from the applicable percentage of the Lenders. Without limiting the foregoing, no Lender Lenders and Documentation Agent shall not have any right of action whatsoever against Agent as a result of Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of the applicable percentage of the Lenders and, notwithstanding the instructions of the Lenders, Agent shall have no obligation to take any action if it, in good faith, believes that such action is contrary to any Loan Document or applicable law or exposes Agent or any of its officers, directors, managers, members, equity owners, employees, attorneys or agents to any personal liability unless Agent receives an indemnification satisfactory to it from Lenders with respect to such action.
Appears in 6 contracts
Samples: Credit Agreement (DTLR Holding, Inc.), Credit Agreement (DTLR Holding, Inc.), Credit Agreement (DTLR Holding, Inc.)
Rights, Exculpation, Etc. Neither Agent nor any of its officers, directors, managers, members, equity owners, employees, attorneys employees or agents shall be liable to any Lender for any action lawfully taken or omitted by them hereunder or under any of the other Loan Documents, or in connection herewith or therewith; provided , except that the foregoing Agent shall not prevent Agent from being be liable with respect to the extent of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction on a final and nonappealable basis. Notwithstanding the foregoing, Agent shall be obligated on the terms set forth herein for performance of its express duties and obligations hereundermisconduct. Agent shall not be liable for any apportionment or distribution of payments made by it in good faith, faith and if any such apportionment or distribution is subsequently determined to have been made in error, error the sole recourse of any Lender to whom payment was due but not made made, shall be to recover from the other Lenders any payment in excess of the amount to which they are determined to be entitled (and such other Lenders hereby agree promptly to return to such Lender any such erroneous payments received by them). In performing its functions and duties hereunder, Agent shall exercise the same care which it would in dealing with loans for its own account. , but Agent shall not be responsible to any Lender for any recitals, statements, representations or warranties made by Borrower herein or for the execution, effectiveness, genuineness, validity, enforceability, collectability collectibility, or sufficiency of this Agreement or any of the other Loan Documents or the transactions contemplated thereby, or for the financial condition of Borrowerany Loan Party. Agent shall not be required to make any inquiry concerning either the performance or observance of any of the terms, provisions, provisions or conditions of this Agreement or any of the Loan Documents or the financial condition of Borrowerany Loan Party, or the existence or possible existence of any Default or Event of Default. Agent may at any time request instructions from Lenders with respect to any actions or approvals which by the terms of this Agreement or of any of the other Loan Documents Agent is permitted or required to take or to grant, and if such instructions are promptly requested, Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from taking any action or withholding any approval under any of the Loan Documents until it shall have received such instructions from Requisite Lenders or all of the applicable percentage of Lenders, as applicable. Without limiting the foregoing, no Lender shall have any right of action whatsoever against Agent as a result of Agent acting or refraining from acting under this Agreement Agreement, the Notes, or any of the other Loan Documents in accordance with the instructions of the applicable percentage of Lenders and, notwithstanding the instructions of Requisite Lenders, Agent shall have no obligation to take any action if it, in good faith, believes that such action exposes Agent or any of its officers, directors, managers, members, equity owners, employees, attorneys or agents to any personal liability unless Agent receives an indemnification satisfactory to it from Lenders with respect to such action.
Appears in 5 contracts
Samples: Credit Agreement (RWBV Acquisition Corp), Credit Agreement (Acorn Products Inc), Credit Agreement (Acorn Products Inc)
Rights, Exculpation, Etc. Neither Agent nor any of its officers, directors, managers, members, equity owners, employees, attorneys employees or agents shall be liable to any Lender for any action lawfully taken or omitted by them hereunder or under any of the other Loan Documentshereunder, or in connection herewith or therewith; provided herewith, except that the foregoing Agent shall not prevent Agent from being be liable to the extent of its own gross negligence or willful misconduct as determined by a final non-appealable order by a court of competent jurisdiction on a final and nonappealable basis. Notwithstanding the foregoing, Agent shall be obligated on the terms set forth herein for performance of its express duties and obligations hereunderjurisdiction. Agent shall not be liable for any apportionment or distribution of payments made by it in good faith, faith and if any such apportionment or distribution is subsequently determined to have been made in error, error the sole recourse of any Lender to whom payment was due but not made made, shall be to recover from the other Lenders any payment in excess of the amount to which they are determined to be entitled (and such other Lenders hereby agree promptly to return to such Lender any such erroneous payments received by them). In no event shall Agent be liable for punitive, special, consequential, incidental, exemplary or other similar damages. In performing its functions and duties hereunder, Agent shall exercise the same care which it would in dealing with loans for its own account. , but neither Agent nor any of its agents or representatives shall not be responsible to any Lender for any recitals, statements, representations or warranties made by Borrower herein or for the execution, effectiveness, genuineness, validity, enforceability, collectability collectibility, or sufficiency of this Security Agreement or any of the other Loan Documents or the transactions contemplated therebyhereby, or for the financial condition of BorrowerGrantor. Agent shall not be required to make any inquiry concerning either the performance or observance of any of the terms, provisions, provisions or conditions of this Security Agreement or any of the Loan Documents Note or the financial condition of BorrowerGrantor, or the existence or possible existence of any Default or Event of Default. Agent may at any time request instructions from all affected Lenders with respect to any actions or approvals which by the terms of this Security Agreement or of any of the other Loan Documents Agent is permitted or required to take or to grant. If such instructions are promptly requested, and Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from taking any action or withholding any approval under any of the Loan Documents hereunder until it shall have received such instructions from the applicable percentage of LendersLenders as shall be prescribed by this Security Agreement. Without limiting the foregoing, no Lender shall have any right of action whatsoever against Agent as a result of Agent acting or refraining from acting under this Security Agreement or any of the other Loan Documents in accordance with the instructions of the applicable percentage of Lenders all affected Lenders; and, notwithstanding the instructions of all affected Lenders, Agent shall have no obligation to take any action if itit believes, in good faith, believes that such action is deemed to be illegal by Agent or exposes Agent or any of its officers, directors, managers, members, equity owners, employees, attorneys or agents to any personal liability unless Agent receives an for which it has not received satisfactory indemnification satisfactory to it from Lenders in accordance with respect to such actionSection 24(e).
Appears in 5 contracts
Samples: Security Agreement (Kahn Jonathan Efrem), Security Agreement (Kahn Jonathan Efrem), Security Agreement (Agritech Worldwide, Inc.)
Rights, Exculpation, Etc. Neither Agent nor any of its officers, directors, managers, members, equity owners, employees, attorneys employees or agents shall be liable to any Lender for any action lawfully taken or omitted by them hereunder or under any of the other Loan Documents, or in connection herewith or therewith; provided that the foregoing shall not prevent Agent from being be liable to the extent of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction on a final and nonappealable basis. Notwithstanding the foregoing, Agent shall be obligated on the terms set forth herein for performance of its express duties and obligations hereunder, and Agent shall be liable with respect to its own gross negligence or willful misconduct. Agent shall not be liable for any apportionment or distribution of payments made by it in good faith, and if any such apportionment or distribution is subsequently determined to have been made in error, the sole recourse of any Lender to whom payment was due but not made shall be to recover from the other Lenders any payment in excess of the amount to which they are determined to be entitled (and such other Lenders hereby agree promptly to return to such Lender any such erroneous payments received by them). In performing its functions and duties hereunder, Agent shall exercise the same care which it would in dealing with loans for its own account. Agent shall not be responsible to any Lender for any recitals, statements, representations or warranties made by Borrower herein or for the execution, effectiveness, genuineness, validity, enforceability, collectability collectability, or sufficiency of this Agreement or any of the other Loan Documents or the transactions contemplated thereby, or for the financial condition of Borrower. Agent shall not be required to make any inquiry concerning either the performance or observance of any of the terms, provisions, or conditions of this Agreement or any of the Loan Documents or the financial condition of Borrower, or the existence or possible existence of any Default or Event of Default. Agent may at any time request instructions from Lenders with respect to any actions or approvals which by the terms of this Agreement or of any of the other Loan Documents Agent is permitted or required to take or to grant, and Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from taking any action or withholding any approval under any of the Loan Documents until it shall have received such instructions from the applicable percentage of Lenders. Without limiting the foregoing, no Lender shall have any right of action whatsoever against Agent as a result of Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of the applicable percentage of Lenders and, and notwithstanding the instructions of Lenders, Agent shall have no obligation to take any action if it, in good faith, faith believes that such action exposes Agent or any of its officers, directors, managers, members, equity owners, employees, attorneys employees or agents to any personal liability unless Agent receives an indemnification reasonably satisfactory to it from Lenders with respect to such action.
Appears in 4 contracts
Samples: Revolving Credit and Security Agreement (Redenvelope Inc), Revolving Credit, Term Loan and Security Agreement (Acorn Products Inc), Revolving Credit and Term Loan Agreement (Gardenburger Inc)
Rights, Exculpation, Etc. Neither Agent Agent, any Affiliate of Agent, nor any of its their respective officers, directors, managersemployees, members, equity owners, employeesagents, attorneys or agents consultants, shall be liable to any Lender for any action lawfully taken or omitted by them hereunder or under any of the other Loan Documents, or in connection herewith or therewith; provided , except that the foregoing Agent shall not prevent Agent from being be liable to the extent of for its own gross negligence or willful misconduct as determined by a court misconduct. In the absence of competent jurisdiction on a final and nonappealable basis. Notwithstanding the foregoinggross negligence or willful misconduct, Agent shall be obligated on the terms set forth herein for performance of its express duties and obligations hereunder. Agent shall not be liable for any apportionment or distribution of payments made by it in good faithfaith pursuant to SECTION 11.4, and if any such apportionment or distribution is subsequently determined to have been made in error, error the sole recourse of any Lender Person to whom payment was due due, but not made made, shall be to recover from the other Lenders recipients of such payments any payment in excess of the amount to which they are determined to be entitled (and such other Lenders hereby agree promptly to return to such Lender any such erroneous payments received by them). In performing its functions and duties hereunder, Agent shall exercise the same care which it would in dealing with loans for its own accounthave been entitled. Agent shall not be responsible to any Lender for any recitals, statements, representations or warranties made by Borrower herein or for the execution, effectiveness, genuineness, validity, enforceability, collectability collectibility or sufficiency of this Agreement or any of the other Loan Documents Documents, or any of the transactions contemplated hereby and thereby, ; or for the financial condition of Borrowerthe REIT, Borrower or any of their Affiliates. Agent shall not be required to make any inquiry concerning either the performance or observance of any of the terms, provisions, provisions or conditions of this Agreement or any of the Loan Documents or the financial condition of Borrowerthe REIT, Borrower or any of their Affiliates, or the existence or possible existence of any Unmatured Event of Default or Event of Default. Agent may at any time request instructions from Lenders with respect to any actions or approvals which by the terms of this Agreement or of any of the other Loan Documents Agent is permitted or required to take or to grant, and Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from taking any action or withholding any approval under any of the Loan Documents until it shall have received such instructions from the applicable percentage of Lenders. Without limiting the foregoing, no Lender shall have any right of action whatsoever against Agent as a result of Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of the applicable percentage of Lenders and, notwithstanding the instructions of Lenders, Agent shall have no obligation to take any action if it, in good faith, believes that such action exposes Agent or any of its officers, directors, managers, members, equity owners, employees, attorneys or agents to any personal liability unless Agent receives an indemnification satisfactory to it from Lenders with respect to such action.
Appears in 4 contracts
Samples: Term Loan Agreement (Chelsea Gca Realty Inc), Credit Agreement (Chelsea Gca Realty Inc), Credit Agreement (Chelsea Gca Realty Inc)
Rights, Exculpation, Etc. Neither Agent nor any of its officers, directors, managers, members, equity owners, employees, attorneys employees or agents shall be liable to any Lender for any action lawfully taken or omitted by them hereunder or under any of the other Loan Documents, or in connection herewith or therewith; provided , except that the foregoing Agent shall not prevent Agent from being be liable to the extent of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction on a final and nonappealable basis. Notwithstanding the foregoing, Agent shall be obligated on the terms set forth herein for performance of its express duties and obligations hereunderjurisdiction. Agent shall not be liable for any apportionment or distribution of payments made by it in good faith, faith and if any such apportionment or distribution is subsequently determined to have been made in error, the sole recourse of any Lender to whom payment was due but not made made, shall be to recover from the other Lenders any payment in excess of the amount to which they are determined to be entitled (and such other Lenders hereby agree promptly to return to such Lender any such erroneous payments received by them). In performing Neither Agent nor any of its functions and duties hereunder, Agent agents or representatives shall exercise the same care which it would in dealing with loans for its own account. Agent shall not be responsible to any Lender for any recitals, statements, representations or warranties made by Borrower herein or for the execution, effectiveness, genuineness, validity, enforceability, collectability collectibility, or sufficiency of this Agreement or any of the other Loan Documents or the transactions contemplated thereby, or for the financial condition of Borrowerany Loan Party. Agent shall not be required to make any inquiry concerning either the performance or observance of any of the terms, provisions, provisions or conditions of this Agreement or any of the Loan Documents or the financial condition of Borrowerany Loan Party, or the existence or possible existence of any Default or Event of Default. Agent may at any time request instructions from Lenders with respect to any actions or approvals which by the terms of this Agreement or of any of the other Loan Documents Agent is permitted or required to take or to grant, and if such instructions are promptly requested, Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from taking any action or withholding any approval under any of the Loan Documents until it shall have received such instructions from Requisite Lenders or all or such other portion of the applicable percentage of LendersLenders as shall be prescribed by this Agreement. Without limiting the foregoing, no Lender shall have any right of action whatsoever against Agent as a result of Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of Requisite Lenders in the applicable absence of an express requirement for a greater percentage of Lenders and, notwithstanding the instructions of Lenders, Agent shall have no obligation to take any action if it, in good faith, believes that such action exposes Agent or any of its officers, directors, managers, members, equity owners, employees, attorneys or agents to any personal liability unless Agent receives an indemnification satisfactory to it from Lenders with respect to Lender approval hereunder for such action.
Appears in 4 contracts
Samples: Loan and Security Agreement (Pizza Inn Holdings, Inc /Mo/), Loan and Security Agreement (BNS Holding, Inc.), Loan and Security Agreement (BNS Holding, Inc.)
Rights, Exculpation, Etc. Neither Agent Agent, any Affiliate of Agent, nor any of its their respective officers, directors, managersemployees, members, equity owners, employeesagents, attorneys or agents consultants, shall be liable to any Lender for any action lawfully taken or omitted by them hereunder or under any of the other Loan Documents, or in connection herewith or therewith; provided , except that the foregoing Agent shall not prevent Agent from being be liable to the extent of for its own gross negligence or willful misconduct as determined by a court of competent jurisdiction on a final and nonappealable basis. Notwithstanding in the foregoing, Agent shall be obligated on the terms set forth herein for performance of its express duties and obligations hereunder. In the absence of gross negligence or willful misconduct, Agent shall not be liable for any apportionment or distribution of payments made by it in good faith, and if any such apportionment or distribution is subsequently determined faith pursuant to have been made in error, the sole recourse of any Lender to whom payment was due but not made shall be to recover from the other Lenders any payment in excess of the amount to which they are determined to be entitled (and such other Lenders hereby agree promptly to return to such Lender any such erroneous payments received by them). In performing its functions and duties hereunder, Agent shall exercise the same care which it would in dealing with loans for its own accountSection 11.04. Agent shall not be responsible to any Lender for any recitals, statements, representations or warranties made by Borrower herein or for the execution, effectiveness, genuineness, validity, enforceability, collectability collectibility or sufficiency of this Agreement Agreement, or any of the other Loan Documents Documents, or any of the transactions contemplated hereby and thereby, ; or for the financial condition of the REIT, Borrower, any Subsidiary, any Investment Affiliate, or any Agreement Party. Agent shall not be required to make any inquiry concerning either the performance or observance of any of the terms, provisions, provisions or conditions of this Agreement or any of the Loan Documents or the financial condition of the REIT, Borrower, any Subsidiary, any Investment Affiliate, or any Agreement Party, or the existence or possible existence of any Unmatured Event of Default or Event of Default. Agent may at any time request instructions from Lenders with respect to any actions or approvals which which, by the terms of this Agreement or of any of the other Loan Documents Documents, Agent is permitted or required to take or to grantgrant without instructions from any Lenders, and if such instructions are promptly requested, Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from taking any action or withholding any approval under any of the Loan Documents until it shall have received such instructions from Requisite Lenders or Supermajority Lenders, as the applicable percentage of Lenderscase may be. Without limiting the foregoing, no Lender shall have any right of action whatsoever against Agent as a result of Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of the applicable percentage of Lenders and, notwithstanding the instructions of Requisite Lenders, Supermajority Lenders or, where applicable, all Lenders. Agent shall promptly notify each Lender at any time that the Requisite Lenders or Supermajority Lenders, as the case may be, have no obligation instructed Agent to take any action if it, in good faith, believes that such action exposes Agent act or any of its officers, directors, managers, members, equity owners, employees, attorneys or agents to any personal liability unless Agent receives an indemnification satisfactory to it refrain from Lenders with respect to such actionacting pursuant hereto.
Appears in 4 contracts
Samples: Credit Agreement (Manufactured Home Communities Inc), Credit Agreement (Manufactured Home Communities Inc), Term Loan Agreement (Manufactured Home Communities Inc)
Rights, Exculpation, Etc. Neither Agent nor any of its officers, directors, managers, members, equity owners, employees, attorneys employees or agents shall be liable to any Lender for any action lawfully taken or omitted by them hereunder or under any of the other Loan Documents, or in connection herewith or therewith; provided , except that the foregoing Agent shall not prevent Agent from being be liable to the extent of its own gross negligence or willful misconduct as determined by a final non-appealable order by a court of competent jurisdiction on a final and nonappealable basis. Notwithstanding the foregoing, Agent shall be obligated on the terms set forth herein for performance of its express duties and obligations hereunderjurisdiction. Agent shall not be liable for any apportionment or distribution of payments made by it in good faith, faith and if any such apportionment or distribution is subsequently determined to have been made in error, error the sole recourse of any Lender to whom payment was due but not made made, shall be to recover from the other Lenders any payment in excess of the amount to which they are determined to be entitled (and such other Lenders hereby agree promptly to return to such Lender any such erroneous payments received by them). In no event shall Agent be liable for punitive, special, consequential, incidental, exemplary or other similar damages. In performing its functions and duties hereunder, Agent shall exercise the same care which it would in dealing with loans for its own account. , but neither Agent nor any of its agents or representatives shall not be responsible to any Lender for any recitals, statements, representations or warranties made by Borrower herein or for the execution, effectiveness, genuineness, validity, enforceability, collectability collectibility, or sufficiency of this Agreement or any of the other Loan Documents or the transactions contemplated thereby, or for the financial condition of Borrowerany Credit Party. Agent shall not be required to make any inquiry concerning either the performance or observance of any of the terms, provisions, provisions or conditions of this Agreement or any of the Loan Documents or the financial condition of Borrowerany Credit Party, or the existence or possible existence of any Default or Event of Default. Agent may at any time request instructions from Requisite Lenders, Requisite Revolving Lenders or all affected Lenders with respect to any actions or approvals which by the terms of this Agreement or of any of the other Loan Documents Agent is permitted or required to take or to grant. If such instructions are promptly requested, and Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from taking any action or withholding any approval under any of the Loan Documents until it shall have received such instructions from the applicable percentage Requisite Lenders, Requisite Revolving Lenders or such other portion of Lendersthe Lenders as shall be prescribed by this Agreement. Without limiting the foregoing, no Lender shall have any right of action whatsoever against Agent as a result of Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of the applicable percentage of Requisite Lenders, Requisite Revolving Lenders or all affected Lenders, as applicable; and, notwithstanding the instructions of Requisite Lenders, Requisite Revolving Lenders or all affected Lenders, as applicable, Agent shall have no obligation to take any action if itit believes, in good faith, believes that such action is deemed to be illegal by Agent or exposes Agent or any of its officers, directors, managers, members, equity owners, employees, attorneys or agents to any personal liability unless Agent receives an for which it has not received satisfactory indemnification satisfactory to it from Lenders in accordance with respect to such actionSection 8.2(e).
Appears in 4 contracts
Samples: Credit Agreement (TNS Inc), Credit Agreement (TNS Inc), Credit Agreement (Accuro Healthcare Solutions, Inc.)
Rights, Exculpation, Etc. Neither Agent nor any of its officers, directors, managers, members, equity owners, employees, attorneys or agents shall be liable to any Lender for any action lawfully taken or omitted by them hereunder or under any of the other Loan Documents, or in connection herewith or therewith; provided that the foregoing shall not prevent Agent from being be liable to the extent of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction on a final and nonappealable basis. Notwithstanding the foregoing, Agent shall be obligated on the terms set forth herein for performance of its express duties and obligations hereunder. Agent shall not be liable for any apportionment or distribution of payments made by it in good faith, and if any such apportionment or distribution is subsequently determined to have been made in error, the sole recourse of any Lender to whom payment was due but not made shall be to recover from the other Lenders any payment in excess of the amount to which they are determined to be entitled (and such other Lenders hereby agree promptly to return to such Lender any such erroneous payments received by them). In performing its functions and duties hereunder, Agent shall exercise the same care which it would in dealing with loans for its own account. Agent shall not be responsible to any Lender for any recitals, statements, representations or warranties made by Borrower herein or for the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency of this Agreement or any of the other Loan Documents or the transactions contemplated thereby, or for the financial condition of Borrower. Agent shall not be required to make any inquiry concerning either the performance or observance of any of the terms, provisions, or conditions of this Agreement or any of the Loan Documents or the financial condition of Borrower, or the existence or possible existence of any Potential Default or Event of Default. Agent may at any time request instructions from Lenders with respect to any actions or approvals which by the terms of this Agreement or of any of the other Loan Documents Agent is permitted or required to take or to grant, and Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from taking any action or withholding any approval under any of the Loan Documents until it shall have received such instructions from the applicable percentage of Lenders. Without limiting the foregoing, no Lender shall have any right of action whatsoever against Agent as a result of Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of the applicable percentage of Lenders and, notwithstanding the instructions of Lenders, Agent shall have no obligation to take any action if it, in good faith, believes that such action exposes Agent or any of its officers, directors, managers, members, equity owners, employees, attorneys or agents to any personal liability unless Agent receives an indemnification satisfactory to it from Lenders with respect to such action.
Appears in 4 contracts
Samples: Loan and Security Agreement (Bluegreen Vacations Holding Corp), Loan and Security Agreement, Loan and Security Agreement (Bluegreen Vacations Corp)
Rights, Exculpation, Etc. Neither Agent nor any of its officers, directors, managers, members, equity owners, employees, attorneys or agents shall be liable to any Lender for any action lawfully taken or omitted by them hereunder or under any of the other Loan Documents, or in connection herewith or therewith; provided provided, that the foregoing shall not prevent Agent from being be liable to the extent of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction on a final and nonappealable basis. Notwithstanding the foregoing, Agent shall be obligated on the terms set forth herein for performance of its express duties and obligations hereunder. Agent shall not be liable for any apportionment or distribution of payments made by it in good faith, and if any such apportionment or distribution is subsequently determined to have been made in error, the sole recourse of any Lender to whom payment was due but not made shall be to recover from the other Lenders any payment in excess of the amount to which they are determined to be entitled (and such other Lenders hereby agree promptly to return to such Lender any such erroneous payments received by them). In performing its functions and duties hereunder, Agent shall exercise the same care which it would in dealing with loans for its own account. Agent shall not be responsible to any Lender for any recitals, statements, representations or warranties made by Borrower herein or for the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency of this Agreement or any of the other Loan Documents or the transactions contemplated thereby, or for the financial condition of Borrower. Agent shall not be required to make any inquiry concerning either the performance or observance of any of the terms, provisions, or conditions of this Agreement or any of the Loan Documents or the financial condition of Borrower, or the existence or possible existence of any Default or Event of Default. Agent may at any time request instructions from Lenders with respect to any actions or approvals which by the terms of this Agreement or of any of the other Loan Documents Agent is permitted or required to take or to grant, and Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from taking any action or withholding any approval under any of the Loan Documents until it shall have received such instructions from the applicable percentage of Lenders. Without limiting the foregoing, no Lender shall have any right of action whatsoever against Agent as a result of Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of the applicable percentage of Lenders and, notwithstanding the instructions of Lenders, Agent shall have no obligation to take any action if it, in good faith, believes that such action exposes Agent or any of its officers, directors, managers, members, equity owners, employees, attorneys or agents to any personal liability unless Agent receives an indemnification satisfactory to it from Lenders with respect to such action.
Appears in 4 contracts
Samples: Loan and Security Agreement (Harvest Capital Credit Corp), Loan and Security Agreement (Harvest Capital Credit Corp), Loan and Security Agreement (Harvest Capital Credit Corp)
Rights, Exculpation, Etc. Neither the Agent nor any of its officers, directors, managers, members, equity owners, employees, attorneys employees or agents shall be liable to any Lender for any action lawfully taken or omitted by them hereunder or under any of the other Loan Financing Documents, or in connection herewith or therewith; provided , except that the foregoing shall not prevent Agent from being be liable to the extent of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction on a final and nonappealable basis. Notwithstanding the foregoing, Agent shall be obligated on the terms set forth herein for performance of its express duties and obligations hereunder, and except that the Agent shall be liable with respect to its own gross negligence or willful misconduct. The Agent shall not be liable for any apportionment or distribution of payments made by it in good faith, faith and if any such apportionment or distribution is subsequently determined to have been made in error, error the sole recourse of any Lender to whom payment was due but not made made, shall be to recover from other the other Lenders any payment in excess of the amount to which they are determined to be entitled (and such other Lenders hereby agree promptly to return to such Lender any such erroneous payments received by them). In performing its functions and duties hereunder, Agent shall exercise the same care which it would in dealing with loans for its own account. The Agent shall not be responsible to any Lender for any recitals, statements, representations or warranties made by Borrower herein or for the execution, effectiveness, genuineness, validity, enforceability, collectability collectible, or sufficiency of this Agreement or any of the other Loan Financing Documents or the transactions contemplated thereby, or for the financial condition of Borrowerany Person. The Agent shall not be required to make any inquiry concerning either the performance or observance of any of the terms, provisions, provisions or conditions of this Agreement or any of the Loan Financing Documents or the financial condition of Borrowerany Person, or the existence or possible existence of any Default or Event of Default. The Agent agrees to use its reasonable efforts to notify the Lenders as to the occurrence of any material Event of Default promptly upon obtaining actual knowledge thereof, provided, however, that the failure in good faith of the Agent to so notify any Lender shall not give rise to any liability on the part of the Agent nor shall it waive, discharge or otherwise adversely affect the Agent's ability to exercise and enforce any rights or remedies resulting from such Event of Default. The Agent may at any time request instructions from the Lenders with respect to any actions or approvals which by the terms of this Agreement or of any of the other Loan Financing Documents the Agent is permitted or required to take or to grant, and the Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from taking any action or withholding any approval under any of the Loan Financing Documents until it shall have received such instructions from the applicable percentage of the Lenders. Without limiting the foregoing, no Lender shall have any right of action whatsoever against the Agent as a result of the Agent acting or refraining from acting under this Agreement or any of the other Loan Financing Documents in accordance with the instructions of the applicable percentage of the Lenders and, and notwithstanding the instructions of the Lenders, the Agent shall have no obligation to take any action if it, in good faith, faith believes that such action exposes the Agent or any of its officers, directors, managers, members, equity owners, employees, attorneys or agents to any personal liability unless Agent receives an indemnification satisfactory to it from Lenders with respect to such actionliability.
Appears in 4 contracts
Samples: Financing and Security Agreement (BPC Holding Corp), Financing and Security Agreement (BPC Holding Corp), Loan and Security Agreement (BPC Holding Corp)
Rights, Exculpation, Etc. Neither Agent nor any of its officers, directors, managers, members, equity owners, employees, attorneys employees or agents shall be liable to any Lender for any action lawfully taken or omitted by them hereunder or under any of the other Loan Documents, or in connection herewith or therewith; provided , except that the foregoing Agent shall not prevent Agent from being be liable to the extent of its own gross negligence or willful misconduct as determined by a final non-appealable order by a court of competent jurisdiction on a final and nonappealable basis. Notwithstanding the foregoing, Agent shall be obligated on the terms set forth herein for performance of its express duties and obligations hereunderjurisdiction. Agent shall not be liable for any apportionment or distribution of payments made by it in good faith, faith and if any such apportionment or distribution is subsequently determined to have been made in error, error the sole recourse of any Lender to whom payment was due but not made made, shall be to recover from the other Lenders any payment in excess of the amount to which they are determined to be entitled (and such other Lenders hereby agree promptly to return to such Lender any such erroneous payments received by them). In no event shall Agent be liable for punitive, special, consequential, incidental, exemplary or other similar damages. In performing its functions and duties hereunder, Agent shall exercise the same care which it would in dealing with loans for its own account. , but neither Agent nor any of its agents or representatives shall not be responsible to any Lender for any recitals, statements, representations or warranties made by Borrower herein or for the execution, effectiveness, genuineness, validity, enforceability, collectability collectibility, or sufficiency of this Agreement or any of the other Loan Documents or the transactions contemplated thereby, or for the financial condition of Borrowerany Credit Party. Agent shall not be required to make any inquiry concerning either the performance or observance of any of the terms, provisions, provisions or conditions of this Agreement or any of the Loan Documents or the financial condition of Borrowerany Credit Party, or the existence or possible existence of any Default or Event of Default. Agent may at any time request instructions from Requisite Lenders or all affected Lenders with respect to any actions or approvals which by the terms of this Agreement or of any of the other Loan Documents Agent is permitted or required to take or to grant. If such instructions are promptly requested, and Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from taking any action or withholding any approval under any of the Loan Documents until it shall have received such instructions from the applicable percentage Requisite Lenders or such other portion of Lendersthe Lenders as shall be prescribed by this Agreement. Without limiting the foregoing, no Lender shall have any right of action whatsoever against Agent as a result of Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of the applicable percentage of Requisite Lenders or all affected Lenders, as applicable; and, notwithstanding the instructions of Requisite Lenders or all affected Lenders, as applicable, Agent shall have no obligation to take any action if itit believes, in good faith, believes that such action is deemed to be illegal by Agent or exposes Agent or any of its officers, directors, managers, members, equity owners, employees, attorneys or agents to any personal liability unless Agent receives an for which it has not received satisfactory indemnification satisfactory to it from Lenders in accordance with respect to such actionSection 8.2(e).
Appears in 3 contracts
Samples: Credit Agreement (Golfsmith International Holdings Inc), Credit Agreement (Golfsmith International Holdings Inc), Credit Agreement (Cherokee International Corp)
Rights, Exculpation, Etc. Neither Agent Agent, any Affiliate of Agent, nor any of its their respective officers, directors, managersemployees, members, equity owners, employeesagents, attorneys or agents consultants, shall be liable to any Lender for any action lawfully taken or omitted by them hereunder or under any of the other Loan Documents, or in connection herewith or therewith; provided , except that the foregoing Agent shall not prevent Agent from being be liable to the extent of for its own gross negligence or willful misconduct as determined by a court misconduct. In the absence of competent jurisdiction on a final and nonappealable basis. Notwithstanding the foregoinggross negligence or willful misconduct, Agent shall be obligated on the terms set forth herein for performance of its express duties and obligations hereunder. Agent shall not be liable for any apportionment or distribution of payments made by it in good faithfaith pursuant to Section 11.4, and if any such apportionment or distribution is subsequently determined to have been made in error, error the sole recourse of any Lender Person to whom payment was due due, but not made made, shall be to recover from the other Lenders recipients of such payments any payment in excess of the amount to which they are determined to be entitled (and such other Lenders hereby agree promptly to return to such Lender any such erroneous payments received by them). In performing its functions and duties hereunder, Agent shall exercise the same care which it would in dealing with loans for its own accounthave been entitled. Agent shall not be responsible to any Lender for any recitals, statements, representations or warranties made by Borrower herein or for the execution, effectiveness, genuineness, validity, enforceability, collectability collectibility or sufficiency of this Agreement or any of the other Loan Documents Documents, or any of the transactions contemplated hereby and thereby, ; or for the financial condition of Borrowerthe REIT, Borrower or any of their Affiliates. Agent shall not be required to make any inquiry concerning either the performance or observance of any of the terms, provisions, provisions or conditions of this Agreement or any of the Loan Documents or the financial condition of Borrowerthe REIT, Borrower or any of their Affiliates, or the existence or possible existence of any Unmatured Event of Default or Event of Default. Agent may at any time request instructions from Lenders with respect to any actions or approvals which by the terms of this Agreement or of any of the other Loan Documents Agent is permitted or required to take or to grant, and Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from taking any action or withholding any approval under any of the Loan Documents until it shall have received such instructions from the applicable percentage of Lenders. Without limiting the foregoing, no Lender shall have any right of action whatsoever against Agent as a result of Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of the applicable percentage of Lenders and, notwithstanding the instructions of Lenders, Agent shall have no obligation to take any action if it, in good faith, believes that such action exposes Agent or any of its officers, directors, managers, members, equity owners, employees, attorneys or agents to any personal liability unless Agent receives an indemnification satisfactory to it from Lenders with respect to such action.
Appears in 3 contracts
Samples: Credit Agreement (Chelsea Property Group Inc), Term Loan Agreement (Chelsea Property Group Inc), Credit Agreement (CPG Partners Lp)
Rights, Exculpation, Etc. Neither Agent Agents nor any of its their officers, directors, managers, members, equity owners, employees, attorneys employees or agents shall be liable to any Lender for any action lawfully taken or omitted by them hereunder or under any of the other Loan Documents, or in connection herewith or therewith; provided , except that the foregoing Agents shall not prevent Agent from being be liable to the extent of its their own gross negligence or willful misconduct as determined by a final non-appealable order by a court of competent jurisdiction on a final and nonappealable basisjurisdiction. Notwithstanding the foregoing, Agent shall be obligated on the terms set forth herein for performance of its express duties and obligations hereunder. Agent Agents shall not be liable for any apportionment or distribution of payments made by it in good faith, faith and if any such apportionment or distribution is subsequently determined to have been made in error, error the sole recourse of any Lender to whom payment was due but not made made, shall be to recover from the other Lenders any payment in excess of the amount to which they are determined to be entitled (and such other Lenders hereby agree promptly to return to such Lender any such erroneous payments received by them). In no event shall Agents be liable for punitive, special, consequential, incidental, exemplary or other similar damages. In performing its their functions and duties hereunder, Agent Agents shall exercise the same care which it they would in dealing with loans for its their own account. Agent accounts, but neither Agents nor any of their agents or representatives shall not be responsible to any Lender for any recitals, statements, representations or warranties made by Borrower herein or for the execution, effectiveness, genuineness, validity, enforceability, collectability collectibility, or sufficiency of this Agreement or any of the other Loan Documents or the transactions contemplated thereby, or for the financial condition of Borrowerany Credit Party. Agent Agents shall not be required to make any inquiry concerning either the performance or observance of any of the terms, provisions, provisions or conditions of this Agreement or any of the Loan Documents or the financial condition of Borrowerany Credit Party, or the existence or possible existence of any Default or Event of Default. Agent Agents may at any time request instructions from Requisite Lenders, Supermajority Lenders or all affected Lenders with respect to any actions or approvals which by the terms of this Agreement or of any of the other Loan Documents Agent is they are permitted or required to take or to grant. If such instructions are promptly requested, and Agent Agents shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from taking any action or withholding any approval under any of the Loan Documents until it they shall have received such instructions from the applicable percentage Requisite Lenders, Supermajority Lenders or such other portion of Lendersthe Lenders as shall be prescribed by this Agreement. Without limiting the foregoing, no Lender shall have any right of action whatsoever against Agent Agents as a result of Agent Agents acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of the applicable percentage of Requisite Lenders, Supermajority Lenders or all affected Lenders, as applicable; and, notwithstanding the instructions of Requisite Lenders, Agent Supermajority Lenders or all affected Lenders, as applicable, Agents shall have no obligation to take any action if itthey believe, in good faith, believes that such action is deemed to be illegal by Agents or exposes Agent or any of its officers, directors, managers, members, equity owners, employees, attorneys or agents Agents to any personal liability unless Agent receives an indemnification for which they have not received satisfactory to it from Lenders with respect to such actionindemnification.
Appears in 3 contracts
Samples: Credit Agreement (Uap Holding Corp), Credit Agreement (Uap Holding Corp), Credit Agreement (Platte Chemical Co)
Rights, Exculpation, Etc. Neither Agent nor any of its officers, directors, managers, members, equity owners, employees, attorneys employees or agents shall be liable to any Lender for any action lawfully taken or omitted by them hereunder or under any of the other Loan Documents, or in connection herewith or therewith; provided , except that the foregoing Agent shall not prevent Agent from being be liable to the extent of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction on a final and nonappealable basis. Notwithstanding the foregoing, Agent shall be obligated on the terms set forth herein for performance of its express duties and obligations hereunderjurisdiction. Agent shall not be liable for any apportionment or distribution of payments made by it in good faith, faith and if any such apportionment or distribution is subsequently determined to have been made in error, the sole recourse of any Lender to whom payment was due but not made made, shall be to recover from the other Lenders any payment in excess of the amount to which they are determined to be entitled (and such other Lenders hereby agree promptly to return to such Lender any such erroneous payments received by them). In performing its functions and duties hereunder, Agent shall exercise the same care which it would in dealing with loans for its own account. , but neither Agent nor any of its agents or representatives shall not be responsible to any Lender for any recitals, statements, representations or warranties made by Borrower herein or for the execution, effectiveness, genuineness, validity, enforceability, collectability collectibility, or sufficiency of this Agreement or any of the other Loan Documents or the transactions contemplated thereby, or for the financial condition of Borrowerany Loan Party. Agent shall not be required to make any inquiry concerning either the performance or observance of any of the terms, provisions, provisions or conditions of this Agreement or any of the Loan Documents or the financial condition of Borrowerany Loan Party, or the existence or possible existence of any Default or Event of Default. Agent may at any time request instructions from Lenders with respect to any actions or approvals which by the terms of this Agreement or of any of the other Loan Documents Agent is permitted or required to take or to grant, and if such instructions are promptly requested, Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from taking any action or withholding any approval under any of the Loan Documents until it shall have received such instructions from Requisite Lenders or all or such other portion of the applicable percentage of LendersLenders as shall be prescribed by this Agreement. Without limiting the foregoing, no Lender shall have any right of action whatsoever against Agent as a result of Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of Requisite Lenders in the applicable absence of an express requirement for a greater percentage of Lenders and, notwithstanding the instructions of Lenders, Agent shall have no obligation to take any action if it, in good faith, believes that such action exposes Agent or any of its officers, directors, managers, members, equity owners, employees, attorneys or agents to any personal liability unless Agent receives an indemnification satisfactory to it from Lenders with respect to Lender approval hereunder for such action.
Appears in 3 contracts
Samples: Loan and Security Agreement (Beacon Roofing Supply Inc), Loan and Security Agreement (Banctec Inc), Loan and Security Agreement (Beacon Roofing Supply Inc)
Rights, Exculpation, Etc. Neither Agent nor any of its officers, directors, managers, members, equity owners, employees, attorneys employees or agents shall be liable to any Lender for any action lawfully taken or omitted by them hereunder or under any of the other Loan Documents, or in connection herewith or therewith; provided , except that the foregoing Agent shall not prevent Agent from being be liable to the extent of its own gross negligence or willful misconduct as determined by a final non-appealable order by a court of competent jurisdiction on a final and nonappealable basis. Notwithstanding the foregoing, Agent shall be obligated on the terms set forth herein for performance of its express duties and obligations hereunderjurisdiction. Agent shall not be liable for any apportionment or distribution of payments made by it in good faith, faith and if any such apportionment or distribution is subsequently determined to have been made in error, error the sole recourse of any Lender to whom payment was due but not made made, shall be to recover from the other Lenders any payment in excess of the amount to which they are determined to be entitled (and such other Lenders hereby agree promptly to return to such Lender any such erroneous payments received by them). In no event shall Agent be liable for punitive, special, consequential, incidental, exemplary or other similar damages. In performing its functions and duties hereunder, Agent shall exercise the same care which it would in dealing with loans for its own account. , but neither Agent nor any of its agents or representatives shall not be responsible to any Lender for any recitals, statements, representations or warranties made by Borrower herein or for the execution, effectiveness, genuineness, validity, enforceability, collectability collectibility, or sufficiency of this Agreement or any of the other Loan Documents or the transactions contemplated thereby, or for the financial condition of Borrowerany Loan Party. Agent shall not be required to make any inquiry concerning either the performance or observance of any of the terms, provisions, provisions or conditions of this Agreement or any of the Loan Documents or the financial condition of Borrowerany Loan Party, or the existence or possible existence of any Default or Event of Default. Agent may at any time request instructions from Requisite Lenders, Requisite Revolving Lenders, Supermajority Revolving Lenders or all affected Lenders with respect to any actions or approvals which by the terms of this Agreement or of any of the other Loan Documents Agent is permitted or required to take or to grant. If such instructions are promptly requested, and Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from taking any action or withholding any approval under any of the Loan Documents until it shall have received such instructions from the applicable percentage Requisite Lenders, Requisite Revolving Lenders, Supermajority Revolving Lenders or such other portion of Lendersthe Lenders as shall be prescribed by this Agreement. Without limiting the foregoing, no Lender shall have any right of action whatsoever against Agent as a result of Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of the applicable percentage of Requisite Lenders, Requisite Revolving Lenders, Supermajority Revolving Lenders or all affected Lenders, as applicable; and, notwithstanding the instructions of Requisite Lenders, Requisite Revolving Lenders, Supermajority Revolving Lenders or all affected Lenders, as applicable, Agent shall have no obligation to take any action if itit believes, in good faith, believes that such action is deemed to be illegal by Agent or exposes Agent or any of its officers, directors, managers, members, equity owners, employees, attorneys or agents to any personal liability unless Agent receives an for which it has not received satisfactory indemnification satisfactory to it from Lenders in accordance with respect to such actionSection 9.2(e).
Appears in 3 contracts
Samples: Credit Agreement (Addus HomeCare Corp), Credit Agreement (Addus HomeCare Corp), Credit Agreement (Addus HomeCare Corp)
Rights, Exculpation, Etc. Neither Administrative Agent nor any of and its officers, directors, managers, members, equity owners, employees, attorneys agents or agents attorneys-in-fact shall not be liable to any Lender for any action lawfully taken or omitted by them hereunder or under any of the other Loan Documents, or in connection herewith or therewith; provided , except that the foregoing each such entity shall not prevent Agent from being be liable with respect to the extent of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction on a final and nonappealable basismisconduct. Notwithstanding the foregoing, Agent shall be obligated on the terms set forth herein for performance of its express duties and obligations hereunder. Administrative Agent shall not be liable for any apportionment or distribution of payments made by it in good faith, faith and if any such apportionment or distribution is subsequently determined to have been made in error, the sole recourse of any Lender to whom payment was due but not made made, shall be to recover from the other Lenders any payment in excess of the amount to which they are determined to be entitled (and such other Lenders hereby agree promptly to return to such Lender any such erroneous payments received by them). In performing its functions and duties hereunder, Administrative Agent shall exercise the same care which it would in dealing with loans for its own account. , but Administrative Agent shall not be responsible to any Lender for any recitals, statements, representations or warranties made by Borrower herein or for the execution, effectiveness, genuineness, validity, enforceability, collectability collectibility or sufficiency of this Agreement or any of the other Loan Documents or the transactions contemplated thereby, or for the financial condition of Borrower. Agent shall not be required to make any inquiry concerning either the performance or observance of any of the terms, provisions, or conditions of this Agreement or any of the Loan Documents or the financial condition of Borrower, or the existence or possible existence of any Default or Event of Default. Administrative Agent may at any time request instructions from Lenders with respect to any actions or approvals which by the terms of this Agreement or of any of the other Loan Documents Administrative Agent is permitted or required to take or to grant, and if such instructions are promptly requested, Administrative Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from taking any action or withholding any approval under any of the Loan Documents (i) if such action or omission would, in the reasonable opinion of Administrative Agent, violate any Applicable Law or any provision of this Agreement or any other Loan Document, or (ii) until it shall have received such instructions from Requisite Lenders or all of the applicable percentage of Lenders, as applicable. Without limiting the foregoing, no Lender shall have any right of action whatsoever against Administrative Agent as a result of Administrative Agent acting or refraining from acting under this Agreement Agreement, the Notes or any of the other Loan Documents in accordance with the instructions of the applicable percentage of Lenders and, notwithstanding the instructions of Requisite Lenders, Agent shall have no obligation to take any action if it, in good faith, believes that such action exposes Agent or any of its officers, directors, managers, members, equity owners, employees, attorneys or agents to any personal liability unless Agent receives an indemnification satisfactory to it from Lenders with respect to such action.
Appears in 3 contracts
Samples: Credit Agreement, Credit Agreement, Credit Agreement
Rights, Exculpation, Etc. Neither Agent nor any of its officers, directors, managers, members, equity owners, employees, attorneys employees or agents shall be liable to any Lender for any action lawfully taken or omitted by them hereunder or under any of the other Loan Documents, or in connection herewith or therewith; provided , except that the foregoing Agent shall not prevent Agent from being be liable with respect to the extent of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction on a final and nonappealable basis. Notwithstanding the foregoing, Agent shall be obligated on the terms set forth herein for performance of its express duties and obligations hereundermisconduct. Agent shall not be liable for any apportionment or distribution of payments made by it in good faith, faith and if any such apportionment or distribution is subsequently determined to have been made in error, the sole recourse of any Lender to whom payment was due but not made shall be to recover from the other Lenders any payment in excess of the amount to which they are determined to be entitled (and such other Lenders hereby agree promptly to return to such Lender any such erroneous payments received by them). In performing its functions and duties hereunder, Agent shall exercise the same care which it would in dealing with loans for its own account. , but Agent shall not be responsible to any Lender for any recitals, statements, representations or warranties made by Borrower herein or for the execution, effectiveness, genuineness, validity, enforceability, collectability collectibility, or sufficiency of this Agreement or any of the other Loan Documents or the transactions contemplated thereby, or for the financial condition of Borrowerany Loan Party. Agent shall not be required to make any inquiry concerning either the performance or observance of any of the terms, provisions, provisions or conditions of this Agreement or any of the Loan Documents or the financial condition of Borrowerany Loan Party, or the existence or possible existence of any Default or Event of Default. Agent may at any time request instructions from Lenders with respect to any actions or approvals which by the terms of this Agreement or of any of the other Loan Documents Agent is permitted or required to take or to grant, and if such instructions are promptly requested, Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from taking any action or withholding any approval under any of the Loan Documents until it shall have received such instructions from Requisite Lenders or all of the applicable percentage of Lenders, as applicable. Without limiting the foregoing, no Lender shall have any right of action whatsoever against Agent as a result of Agent acting or refraining from acting under this Agreement Agreement, the Notes, or any of the other Loan Documents in accordance with the instructions of the applicable percentage of Lenders and, notwithstanding the instructions of Requisite Lenders, Agent shall have no obligation to take any action if it, in good faith, believes that such action exposes Agent or any of its officers, directors, managers, members, equity owners, employees, attorneys or agents to any personal liability unless Agent receives an indemnification satisfactory to it from Lenders with respect to such action.
Appears in 3 contracts
Samples: Credit Agreement (Cherokee International Corp), Credit Agreement (Cherokee International Corp), Credit Agreement (Cherokee International Finance Inc)
Rights, Exculpation, Etc. Neither Agent nor any of its officers, directors, managers, members, equity owners, employees, attorneys or agents shall be liable to any Lender for any action lawfully taken or omitted by them hereunder or under any of the other Loan Documents, or in connection herewith or therewith; provided that the foregoing shall not prevent Agent from being be liable to the extent of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction on a final and nonappealable basis. Notwithstanding the foregoing, Agent shall be obligated on the terms set forth herein for performance of its express duties and obligations hereunder. Agent shall not be liable for any apportionment or distribution of payments made by it in good faith, and if any such apportionment or distribution is subsequently determined to have been made in error, the sole recourse of any Lender to whom payment was due but not made shall be to recover from the other Lenders any payment in excess of the amount to which they are determined to be entitled (and such other Lenders hereby agree promptly to return to such Lender any such erroneous payments received by them). In performing its functions and duties hereunder, Agent shall exercise the same care which it would in dealing with loans for its own account. Agent shall not be responsible to any Lender for any recitals, statements, representations or warranties made by Borrower the Credit Parties herein or for the execution, effectiveness, genuineness, validity, enforceability, collectability collectibility or sufficiency of this Agreement or any of the other Loan Documents or the transactions contemplated thereby, or for the financial condition of Borrowerthe Credit Parties. Agent shall not be required to make any inquiry concerning either the performance or observance of any of the terms, provisions, or conditions of this Agreement or any of the Loan Documents or the financial condition of Borrowerthe Credit Parties, or the existence or possible existence of any Default or Event of Default. Agent may at any time request instructions from Lenders with respect to any actions or approvals which by the terms of this Agreement or of any of the other Loan Documents Agent is permitted or required to take or to grant, and Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from taking any action or withholding any approval under any of the Loan Documents until it shall have received such instructions from the applicable percentage of Lenders. Without limiting the foregoing, no Lender shall have any right of action whatsoever against Agent as a result of Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of the applicable percentage of Lenders and, notwithstanding the instructions of Lenders, Agent shall have no obligation to take any action if it, in good faith, believes that such action exposes Agent or any of its officers, directors, managers, members, equity owners, employees, attorneys or agents to any personal liability unless Agent receives an indemnification satisfactory to it from Lenders with respect to such action.
Appears in 3 contracts
Samples: Credit Agreement (Adam Inc), Credit Agreement (Global Employment Holdings, Inc.), Revolving Facility Agreement (Evolving Systems Inc)
Rights, Exculpation, Etc. Neither Agent nor any of its officers, directors, managers, members, equity owners, employees, attorneys employees or agents shall be liable to any Lender Purchaser for any action lawfully taken or omitted by them hereunder or under any of the other Loan Note Documents, or in connection herewith or therewith; provided , except that the foregoing Agent shall not prevent Agent from being be liable to the extent of its own gross negligence or willful misconduct as determined by a final non-appealable judgment by a court of competent jurisdiction on a final and nonappealable basis. Notwithstanding the foregoing, Agent shall be obligated on the terms set forth herein for performance of its express duties and obligations hereunderjurisdiction. Agent shall not be liable for any apportionment or distribution of payments made by it in good faith, faith and if any such apportionment or distribution is subsequently determined to have been made in error, the sole recourse of any Lender Purchaser to whom payment was due but not made made, shall be to recover from the other Lenders Purchasers any payment in excess of the amount to which they are determined to be entitled (and such other Lenders Purchasers hereby agree promptly to return to such Lender Purchaser any such erroneous payments received by them). In performing Neither Agent nor any of its functions and duties hereunder, Agent agents or representatives shall exercise the same care which it would in dealing with loans for its own account. Agent shall not be responsible to any Lender Purchaser for any recitals, statements, representations or warranties made by Borrower herein or for the execution, effectiveness, genuineness, validity, enforceability, collectability collectability, or sufficiency of this Agreement or any of the other Loan Note Documents or the transactions contemplated thereby, or for the financial condition of Borrowerany Note Party. Agent shall not be responsible for or be required to make any inquiry concerning either (i) the performance or observance of any of the terms, provisions, provisions or conditions of this Agreement or any of the Loan Documents or other Note Documents, (ii) the financial condition of Borrowerany Note Party, (iii) the contents of any certificate, report or other document delivered hereunder or any other Note Document or in connection herewith or therewith, (iv) the existence or possible existence of any Default or Event of DefaultDefault or (v) the satisfaction of any condition set forth in Section 3 or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to Agent. Agent may at any time request instructions from Lenders Purchasers with respect to any actions or approvals which by the terms of this Agreement or of any of the other Loan Note Documents Agent is permitted or required to take or to grant, and if such instructions are promptly requested, Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from taking any action or withholding any approval under any of the Loan Note Documents until it shall have received such instructions from Requisite Purchasers or all or such other portion of the applicable percentage of LendersPurchasers as shall be prescribed by this Agreement. Without limiting the foregoing, no Lender Purchaser shall have any right of action whatsoever against Agent as a result of Agent acting or refraining from acting under this Agreement or any of the other Loan Note Documents in accordance with the instructions of Requisite Purchasers in the applicable absence of an express requirement for a greater percentage of Lenders and, notwithstanding the instructions of Lenders, Agent shall have no obligation to take any action if it, in good faith, believes that such action exposes Agent or any of its officers, directors, managers, members, equity owners, employees, attorneys or agents to any personal liability unless Agent receives an indemnification satisfactory to it from Lenders with respect to Purchaser approval hereunder for such action.
Appears in 3 contracts
Samples: Note Purchase Agreement (Arena Group Holdings, Inc.), Note Purchase Agreement (theMaven, Inc.), Note Purchase Agreement (theMaven, Inc.)
Rights, Exculpation, Etc. Neither Agent nor Each of Administrative Agent, its respective Affiliates and any of its or its Affiliates’ respective officers, directors, managers, members, equity owners, employees, attorneys agents or agents attorneys-in-fact shall not be liable to any Lender for any action lawfully taken or omitted by them hereunder or under any of the other Loan Documents, or in connection herewith or therewith; provided , except that the foregoing each such entity shall not prevent Agent from being be liable with respect to the extent of its own gross negligence negligence, bad faith or willful misconduct as determined by a court of competent jurisdiction on a final and nonappealable basismisconduct. Notwithstanding the foregoing, Agent shall be obligated on the terms set forth herein for performance of its express duties and obligations hereunder. Administrative Agent shall not be liable for any apportionment or distribution of payments made by it in good faith, faith and if any such apportionment or distribution is subsequently determined to have been made in error, the sole recourse of any Lender to whom payment was due but not made shall be to recover from the other Lenders any payment in excess of the amount to which they are determined to be entitled (and such other Lenders hereby agree promptly to return to such Lender any such erroneous payments received by them). In performing its functions and duties hereunder, Administrative Agent shall exercise the same care which it would in dealing with loans for its own account. , but Administrative Agent shall not be responsible to any Lender for any recitals, statements, representations or warranties made by Borrower herein or for the execution, effectiveness, genuineness, validity, enforceability, collectability collectibility or sufficiency of this Agreement or any of the other Loan Documents or the transactions contemplated thereby, or for the financial condition of Borrower. Agent shall not be required to make any inquiry concerning either the performance or observance of any of the terms, provisions, or conditions of this Agreement Loan Parties or any of the Loan Documents or the financial condition of Borrower, or the existence or possible existence of any Default or Event of Defaultother Person. Administrative Agent may at any time request instructions from Lenders with respect to any actions or approvals which by the terms of this Agreement or of any of the other Loan Documents Administrative Agent is permitted or required to take or to grant, and if such instructions are promptly requested, Administrative Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from taking any action or withholding any approval under any of the Loan Documents (i) if such action or omission would, in the reasonable opinion of Administrative Agent, violate any Applicable Law or any provision of this Agreement or any other Loan Document, or (ii) until it shall have received such instructions from the applicable percentage Requisite Lenders or all of Lenders, as applicable. Without limiting the foregoing, no Lender shall have any right of action whatsoever against Administrative Agent as a result of Administrative Agent acting or refraining from acting under this Agreement Agreement, the Notes, or any of the other Loan Documents in accordance with the instructions of the applicable percentage of Lenders and, notwithstanding the instructions of Requisite Lenders, Agent shall have no obligation to take any action if itexcept in connection with its own gross negligence, in good faith, believes that such action exposes Agent bad faith or any of its officers, directors, managers, members, equity owners, employees, attorneys or agents to any personal liability unless Agent receives an indemnification satisfactory to it from Lenders with respect to such actionwillful misconduct.
Appears in 2 contracts
Samples: Credit Agreement (Atlantic Tele Network Inc /De), Credit Agreement (Atlantic Tele Network Inc /De)
Rights, Exculpation, Etc. Neither Agent nor any of its officers, directors, managers, members, equity owners, employees, attorneys employees or agents shall be liable to any Lender for any action lawfully taken or omitted by them hereunder or under any of the other Loan Documents, or in connection herewith or therewith; provided , except that the foregoing Agent shall not prevent Agent from being be liable to the extent of its own gross negligence or willful misconduct as determined by a final non-appealable order by a court of competent jurisdiction on a final and nonappealable basis. Notwithstanding the foregoing, Agent shall be obligated on the terms set forth herein for performance of its express duties and obligations hereunderjurisdiction. Agent shall not be liable for any apportionment or distribution of payments made by it in good faith, faith and if any such apportionment or distribution is subsequently determined to have been made in error, error the sole recourse of any Lender to whom payment was due but not made made, shall be to recover from the other Lenders any payment in excess of the amount to which they are determined to be entitled (and such other Lenders hereby agree promptly to return to such Lender any such erroneous payments received by them). In no event shall Agent be liable for punitive, special, consequential, incidental, exemplary or other similar damages. In performing its functions and duties hereunder, Agent shall exercise the same care which it would in dealing with loans for its own account. , but neither Agent nor any of its agents or representatives shall not be responsible to any Lender for any recitals, statements, representations or warranties made by Borrower herein or for the execution, effectiveness, genuineness, validity, enforceability, collectability collectibility, or sufficiency of this Agreement or any of the other Loan Documents or the transactions contemplated thereby, or for the financial condition of Borrowerany Credit Party. Agent shall not be required to make any inquiry concerning either the performance or observance of any of the terms, provisions, provisions or conditions of this Agreement or any of the Loan Documents or the financial condition of Borrowerany Credit Party, or the existence or possible existence of any Default or Event of Default. Agent may at any time request instructions from Requisite Lenders, Supermajority Lenders or all affected Lenders with respect to any actions or approvals which by the terms of this Agreement or of any of the other Loan Documents Agent is permitted or required to take or to grant. If such instructions are promptly requested, and Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from taking any action or withholding any approval under any of the Loan Documents until it shall have received such instructions from the applicable percentage Requisite Lenders, Supermajority Lenders or such other portion of Lendersthe Lenders as shall be prescribed by this Agreement. Without limiting the foregoing, no Lender shall have any right of action whatsoever against Agent as a result of Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of the applicable percentage of Requisite Lenders, Supermajority Lenders or all affected Lenders, as applicable; and, notwithstanding the instructions of Requisite Lenders, Supermajority Lenders or all affected Lenders, as applicable, Agent shall have no obligation to take any action if itit believes, in good faith, believes that such action is deemed to be illegal by Agent or exposes Agent or any of its officers, directors, managers, members, equity owners, employees, attorneys or agents to any personal liability unless Agent receives an for which it has not received satisfactory indemnification satisfactory to it from Lenders in accordance with respect to such actionSection 8.2(e).
Appears in 2 contracts
Samples: Credit Agreement (Vertis Inc), Senior Secured Priming and Superpriority Debtor in Possession Credit Agreement (Vertis Inc)
Rights, Exculpation, Etc. Neither Agent nor any of its officers, directors, managers, members, equity owners, employees, attorneys employees or agents shall be liable to any Lender for any action lawfully taken or omitted by them it hereunder or under any of the other Loan Documents, or in connection herewith or therewith; provided , except that the foregoing Agent shall not prevent Agent from being be liable to the extent of its own gross negligence or willful misconduct as determined by a final non-appealable order by a court of competent jurisdiction on a final and nonappealable basis. Notwithstanding the foregoing, Agent shall be obligated on the terms set forth herein for performance of its express duties and obligations hereunderjurisdiction. Agent shall not be liable for any apportionment or distribution of payments made by it in good faith, faith and if any such apportionment or distribution is subsequently determined to have been made in error, error the sole recourse of any Lender to whom payment was due but not made made, shall be to recover from the other Lenders any payment in excess of the amount to which they are determined to be entitled (and such other Lenders hereby agree promptly to return to such Lender any such erroneous payments received by them). In performing no event shall Agent be liable for punitive, special, consequential, incidental, exemplary or other similar damages. Neither Agent nor any of its functions and duties hereunder, Agent agents or representatives shall exercise the same care which it would in dealing with loans for its own account. Agent shall not be responsible to any Lender for any recitals, statements, representations or warranties made by Borrower herein or for the execution, effectiveness, genuineness, validity, enforceability, collectability collectability, or sufficiency of this Agreement or any of the other Loan Documents or the transactions contemplated thereby, or for the financial condition of Borrowerany Credit Party. Agent shall not be required to make any inquiry concerning either the performance or observance of any of the terms, provisions, provisions or conditions of this Agreement or any of the Loan Documents or the financial condition of Borrowerany Credit Party, or the existence or possible existence of any Default or Event of Default. Agent may at any time request instructions from Requisite Lenders, Requisite Revolving Lenders or all affected Lenders with respect to any actions or approvals which by the terms of this Agreement or of any of the other Loan Documents Agent is permitted or required to take or to grant. If such instructions are promptly requested, and Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from taking any action or withholding any approval under any of the Loan Documents until it shall have received such instructions from the applicable percentage Requisite Lenders, Requisite Revolving Lenders or such other portion of Lendersthe Lenders as shall be prescribed by this Agreement. Without limiting the foregoing, no Lender shall have any right of action whatsoever against Agent as a result of Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of the applicable percentage of Requisite Lenders, Requisite Revolving Lenders or all affected Lenders, as applicable; and, notwithstanding the instructions of Requisite Lenders, Requisite Revolving Lenders or all affected Lenders, as applicable, Agent shall not have no any obligation to take any action if itit believes, in good faith, believes that such action is deemed to be illegal by Agent or exposes Agent or any of its officers, directors, managers, members, equity owners, employees, attorneys or agents to any personal liability unless Agent receives an for which it has not received satisfactory indemnification satisfactory to it from Lenders in accordance with respect to such actionSection 8.2(j).
Appears in 2 contracts
Samples: Credit Agreement (TNS Inc), Credit Agreement (TNS Inc)
Rights, Exculpation, Etc. Neither the Administrative Agent nor any of its officers, directors, managers, members, equity owners, employees, attorneys employees or agents shall be liable to any Lender for any action lawfully taken or omitted by them hereunder or under any of the other Loan Financing Documents, or in connection herewith or therewith; provided , except that the foregoing shall not prevent Agent from being be liable to the extent of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction on a final and nonappealable basis. Notwithstanding the foregoing, Administrative Agent shall be obligated on the terms set forth herein for performance of its express duties and obligations hereunder, and except that the Administrative Agent shall be liable with respect to its own gross negligence or willful misconduct. The Administrative Agent shall not be liable for any apportionment or distribution of payments made by it in good faith, faith and if any such apportionment or distribution is subsequently determined to have been made in error, error the sole recourse of any Lender to whom payment was due but not made made, shall be to recover from other the other Lenders any payment in excess of the amount to which they are determined to be entitled (and such other Lenders hereby agree promptly to return to such Lender any such erroneous payments received by them). In performing its functions and duties hereunder, Agent shall exercise the same care which it would in dealing with loans for its own account. The Administrative Agent shall not be responsible to any Lender for any recitals, statements, representations or warranties made by Borrower herein or for the execution, effectiveness, genuineness, validity, enforceability, collectability collectible, or sufficiency of this Agreement or any of the other Loan Financing Documents or the transactions contemplated thereby, or for the financial condition of Borrowerany Person. The Administrative Agent shall not be required to make any inquiry concerning either the performance or observance of any of the terms, provisions, provisions or conditions of this Agreement or any of the Loan Financing Documents or the financial condition of Borrowerany Person, or the existence or possible existence of any Default or Event of Default. The Administrative Agent may at any time request instructions from the Lenders with respect to any actions or approvals which by the terms of this Agreement or of any of the other Loan Financing Documents the Administrative Agent is permitted or required to take or to grant, and the Administrative Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from taking any action or withholding any approval under any of the Loan Financing Documents until it shall have received such instructions from the applicable percentage of the Lenders. Without limiting the foregoing, no Lender shall have any right of action whatsoever against the Administrative Agent as a result of the Administrative Agent acting or refraining from acting under this Agreement or any of the other Loan Financing Documents in accordance with the instructions of the applicable percentage of the Lenders and, and notwithstanding the instructions of the Lenders, the Administrative Agent shall have no obligation to take any action if it, in good faith, faith believes that such action exposes the Administrative Agent or any of its officers, directors, managers, members, equity owners, employees, attorneys or agents to any personal liability unless Agent receives an indemnification satisfactory to it from Lenders with respect to such actionliability.
Appears in 2 contracts
Samples: Financing and Security Agreement (Walbro Corp), Financing and Security Agreement (Walbro Corp)
Rights, Exculpation, Etc. Neither Agent nor any of its officers, directors, managers, members, equity owners, employees, attorneys employees or agents shall be liable to any Lender for any action lawfully taken or omitted by them hereunder or under any of the other Loan Documents, or in connection herewith or therewith; provided , except that the foregoing shall not prevent Agent from being be liable to the extent of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction on a final and nonappealable basis. Notwithstanding the foregoing, Agent shall be obligated on the terms set forth herein for performance of its express duties and obligations hereunder, and except that Agent shall be liable with respect to its own gross negligence or willful misconduct. Agent shall not be liable for any apportionment or distribution of payments made by it in good faith, faith and if any such apportionment or distribution is subsequently determined to have been made in error, error the sole recourse of any Lender to whom payment was due but not made made, shall be to recover from the other Lenders any payment in excess of the amount to which they are determined to be entitled (and such other Lenders hereby agree promptly to return to such Lender any such erroneous payments received by them). In performing its functions and duties hereunder, Agent shall exercise the same care which it would in dealing with loans for its own account. , but Agent shall not be responsible to any Lender for any recitals, statements, representations or warranties made by Borrower herein or for the execution, effectiveness, genuineness, validity, enforceability, collectability collectibility, or sufficiency of this Agreement or any of the other Loan Documents or the transactions contemplated thereby, or for the financial condition of Borrowerany Loan Party. Agent shall not be required to make any inquiry concerning either the performance or observance of any of the terms, provisions, provisions or conditions of this Agreement or any of the other Loan Documents or the financial condition of Borrowerany Loan Party, or the existence or possible existence of any Default or Event of Default. Agent may at any time request instructions from Lenders with respect to any actions or approvals which by the terms of this Agreement or of any of the other Loan Documents Agent is permitted or required to take or to grant, and Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from taking any action or withholding any approval under any of the other Loan Documents until it shall have received such instructions from the applicable percentage of the Lenders. Without limiting the foregoing, no Lender shall have any right of action whatsoever against Agent as a result of Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of the applicable percentage of the Lenders and, and notwithstanding the instructions of Lenders, Agent shall have no obligation to take any action if it, in good faith, faith believes that such action exposes Agent or any of its officers, directors, managers, members, equity owners, employees, attorneys or agents to any personal liability unless Agent receives an indemnification satisfactory to it from Lenders with respect to such actionliability.
Appears in 2 contracts
Samples: Loan and Security Agreement (Chief Auto Parts Inc), Loan and Security Agreement (Chief Auto Parts Inc)
Rights, Exculpation, Etc. Neither Agent None of Agents or Co-Arrangers nor ------------------------- any of its their respective officers, directors, managers, members, equity owners, employees, attorneys agents or agents attorneys-in- fact shall be liable to any Lender for any action lawfully taken or omitted by them hereunder or under any of the other Loan Documents, or in connection herewith or therewith; provided , except that the foregoing each such entity shall not prevent Agent from being be liable with respect to the extent of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction on a final and nonappealable basismisconduct. Notwithstanding the foregoing, Agent shall be obligated on the terms set forth herein for performance of its express duties and obligations hereunder. Administrative Agent shall not be liable for any apportionment or distribution of payments made by it in good faith, faith and if any such apportionment or distribution is subsequently determined to have been made in error, error the sole recourse of any Lender to whom payment was due but not made made, shall be to recover from the other Lenders any payment in excess of the amount to which they are determined to be entitled (and such other Lenders hereby agree promptly to return to such Lender any such erroneous payments received by them). In performing its functions and duties hereunder, Administrative Agent shall exercise the same care which it would in dealing with loans for its own account. , but Administrative Agent shall not be responsible to any Lender for any recitals, statements, representations or warranties made by Borrower herein or for the execution, effectiveness, genuineness, validity, enforceability, collectability collectibility or sufficiency of this Agreement or any of the other Loan Documents or the transactions contemplated thereby, or for the financial condition of Borrower. Agent shall not be required to make any inquiry concerning either the performance or observance of any of the terms, provisions, or conditions of this Agreement or any of the Loan Documents or the financial condition of Borrower, or the existence or possible existence of any Default or Event of Default. Administrative Agent may at any time request instructions from Lenders with respect to any actions or approvals which by the terms of this Agreement or of any of the other Loan Documents Administrative Agent is permitted or required to take or to grant, and if such instructions are promptly requested, Administrative Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from taking any action or withholding any approval under any of the Loan Documents (i) if such action or omission would, in the reasonable opinion of Administrative Agent, violate any Applicable Law or any provision of this agreement or any other Loan Document, or (ii) until it shall have received such instructions from Requisite Lenders or all of the applicable percentage of Lenders, as applicable. Without limiting the foregoing, no Lender shall have any right of action whatsoever against Administrative Agent as a result of Administrative Agent acting or refraining from acting under this Agreement Agreement, the Notes, or any of the other Loan Documents in accordance with the instructions of the applicable percentage of Lenders and, notwithstanding the instructions of Requisite Lenders, Agent shall have no obligation to take any action if it, in good faith, believes that such action exposes Agent or any of its officers, directors, managers, members, equity owners, employees, attorneys or agents to any personal liability unless Agent receives an indemnification satisfactory to it from Lenders with respect to such action.
Appears in 2 contracts
Samples: Credit Agreement (Unwired Telecom Corp), Credit Agreement (Us Unwired Inc)
Rights, Exculpation, Etc. Neither Agent nor Administrative Agent, its Affiliates and any of its their or their Affiliates’ respective officers, directors, managers, members, equity owners, employees, attorneys agents or agents attorneys-in-fact shall not be liable to any Lender for any action lawfully taken or omitted by them hereunder or under any of the other Loan Documents, or in connection herewith or therewith; provided , except that the foregoing each such entity shall not prevent Agent from being be liable with respect to the extent of its own gross negligence negligence, bad faith or willful misconduct as determined by a court of competent jurisdiction on a final and nonappealable basismisconduct. Notwithstanding the foregoing, Agent shall be obligated on the terms set forth herein for performance of its express duties and obligations hereunder. Administrative Agent shall not be liable for any apportionment or distribution of payments made by it in good faith, faith and if any such apportionment or distribution is subsequently determined to have been made in error, the sole recourse of any Lender to whom payment was due but not made shall be to recover from the other Lenders any payment in excess of the amount to which they are determined to be entitled (and such other Lenders hereby agree promptly to return to such Lender any such erroneous payments received by them). In performing its functions and duties hereunder, Administrative Agent shall exercise the same care which it would in dealing with loans for its own account. , but Administrative Agent shall not be responsible to any Lender for any recitals, statements, representations or warranties made by Borrower herein or for the execution, effectiveness, genuineness, validity, enforceability, collectability collectibility or sufficiency of this Agreement or any of the other Loan Documents or the transactions contemplated thereby, or for the financial condition of BorrowerLoan Parties. Agent shall not be required to make any inquiry concerning either the performance or observance of any of the terms, provisions, or conditions of this Agreement or any of the Loan Documents or the financial condition of Borrower, or the existence or possible existence of any Default or Event of Default. Administrative Agent may at any time request instructions from Lenders with respect to any actions or approvals which by the terms of this Agreement or of any of the other Loan Documents Administrative Agent is permitted or required to take or to grant, and if such instructions are promptly requested, Administrative Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from taking any action or withholding any approval under any of the Loan Documents (i) if such action or omission would, in the reasonable opinion of Administrative Agent, violate any Applicable Law or any provision of this Agreement or any other Loan Document, or (ii) until it shall have received such instructions from the applicable percentage Requisite Lenders or all of Lenders, as applicable. Without limiting the foregoing, no Lender shall have any right of action whatsoever against Administrative Agent as a result of Administrative Agent acting or refraining from acting under this Agreement Agreement, the Notes, or any of the other Loan Documents in accordance with the instructions of the applicable percentage of Lenders and, notwithstanding the instructions of Requisite Lenders, Agent shall have no obligation to take any action if itexcept in connection with its own gross negligence, in good faith, believes that such action exposes Agent bad faith or any of its officers, directors, managers, members, equity owners, employees, attorneys or agents to any personal liability unless Agent receives an indemnification satisfactory to it from Lenders with respect to such actionwillful misconduct.
Appears in 2 contracts
Samples: Credit Agreement (Surewest Communications), Credit Agreement (Surewest Communications)
Rights, Exculpation, Etc. Neither the Agent nor any of its officers, directors, managers, members, equity owners, employees, attorneys employees or agents shall be liable to any Lender for any action lawfully taken or omitted by them hereunder or under any of the other Loan Financing Documents, or in connection herewith or therewith; provided , except that the foregoing shall not prevent Agent from being be liable to the extent of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction on a final and nonappealable basis. Notwithstanding the foregoing, Agent shall be obligated on the terms set forth herein for performance of its express duties and obligations hereunder, and except that the Agent shall be liable with respect to its own gross negligence or willful misconduct. The Agent shall not be liable for any apportionment or distribution of payments made by it in good faith, faith and if any such apportionment or distribution is subsequently determined to have been made in error, error the sole recourse of any Lender to whom payment was due but not made made, shall be to recover from the other Lenders any payment in excess of the amount to which they are determined to be entitled (and such other Lenders hereby agree promptly to return to such Lender any such erroneous payments received by them). In performing its functions and duties hereunder, Agent shall exercise the same care which it would in dealing with loans for its own account. The Agent shall not be responsible to any Lender for any recitals, statements, representations or warranties made by Borrower herein or for the execution, effectiveness, genuineness, validity, enforceability, collectability collectible, or sufficiency of this Agreement or any of the other Loan Financing Documents or the transactions contemplated thereby, or for the financial condition of Borrowerany Person. The Agent shall not be required to make any inquiry concerning either the performance or observance of any of the terms, provisions, provisions or conditions of this Agreement or any of the Loan Financing Documents or the financial condition of Borrowerany Person, or the existence or possible existence of any Default or Event of Default. The Agent may at any time request instructions from the Lenders with respect to any actions or approvals which by the terms of this Agreement or of any of the other Loan Financing Documents the Agent is permitted or required to take or to grant, and the Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from taking any action or withholding any approval under any of the Loan Financing Documents until it shall have received such instructions from the applicable percentage of the Lenders. Without limiting the foregoing, no Lender shall have any right of action whatsoever against the Agent as a result of the Agent acting or refraining from acting under this Agreement or any of the other Loan Financing Documents in accordance with the instructions of the applicable percentage of the Lenders and, and notwithstanding the instructions of the Lenders, the Agent shall have no obligation to take any action if it, in good faith, believes that such action exposes the Agent or any of its officers, directors, managers, members, equity owners, employees, attorneys or agents to any personal liability unless Agent receives an indemnification satisfactory to it from Lenders with respect to such actionliability.
Appears in 2 contracts
Samples: Business Loan and Security Agreement (Vse Corp), Business Loan and Security Agreement (Vse Corp)
Rights, Exculpation, Etc. Neither Agent nor any of its officers, directors, managers, members, equity owners, employees, attorneys employees or agents shall be liable to any Lender for any action lawfully taken or omitted by them hereunder or under any of the other Loan Documents, or in connection herewith or therewith; provided , except that the foregoing Agent shall not prevent Agent from being be liable to the extent of its own gross negligence or willful misconduct as determined by a final non-appealable order by a court of competent jurisdiction on a final and nonappealable basis. Notwithstanding the foregoing, Agent shall be obligated on the terms set forth herein for performance of its express duties and obligations hereunderjurisdiction. Agent shall not be liable for any apportionment or distribution of payments made by it in good faith, faith and if any such apportionment or distribution is subsequently determined to have been made in error, error the sole recourse of any Lender to whom payment was due but not made made, shall be to recover from the other Lenders any payment in excess of the amount to which they are determined to be entitled (and such other Lenders hereby agree promptly to return to such Lender any such erroneous payments received by them). In no event shall Agent be liable for punitive, special, consequential, incidental, exemplary or other similar damages. In performing its functions and duties hereunder, Agent shall exercise the same care which it would in dealing with loans for its own account. , but neither Agent nor any of its agents or representatives shall not be responsible to any Lender for any recitals, statements, representations or warranties made by Borrower herein or for the execution, effectiveness, genuineness, validity, enforceability, collectability collectibility, or sufficiency of this Agreement or any of the other Loan Documents or the transactions contemplated thereby, or for the financial condition of Borrowerany Credit Party. Agent shall not be required to make any inquiry concerning either the performance or observance of any of the terms, provisions, provisions or conditions of this Agreement or any of the Loan Documents or the financial condition of Borrowerany Credit Party, or the existence or possible existence of any Default or Event of Default. Agent may at any time request instructions from Requisite Lenders or Requisite Revolving Lenders or all affected Lenders with respect to any actions or approvals which by the terms of this Agreement or of any of the other Loan Documents Agent is permitted or required to take or to grant. If such instructions are promptly requested, and Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from taking any action or withholding any approval under any of the Loan Documents until it shall have received such instructions from the applicable percentage Requisite Lenders, Requisite Revolving Lenders or such other portion of Lendersthe Lenders as shall be prescribed by this Agreement. Without limiting the foregoing, no Lender shall have any right of action whatsoever against Agent as a result of Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of the applicable percentage of Requisite Lenders, Requisite Revolving Lenders or all affected Lenders, as applicable; and, notwithstanding the instructions of Requisite Lenders, Requisite Revolving Lenders or all affected Lenders, as applicable, Agent shall have no obligation to take any action if itit believes, in good faith, believes that such action is deemed to be illegal by Agent or exposes Agent or any of its officers, directors, managers, members, equity owners, employees, attorneys or agents to any personal liability unless Agent receives an for which it has not received satisfactory indemnification satisfactory to it from Lenders in accordance with respect to such actionSection 8.2(f).
Appears in 2 contracts
Samples: Credit Agreement (Playtex Products Inc), Credit Agreement (Playtex Products Inc)
Rights, Exculpation, Etc. Neither Agent nor any of its officers, directors, managers, members, equity owners, employees, attorneys employees or agents shall be liable to any Lender for any action lawfully taken or omitted by them hereunder or under any of the other Loan Documents, or in connection herewith or therewith; provided , except that the foregoing Agent shall not prevent Agent from being be liable to the extent of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction on a final and nonappealable basis. Notwithstanding the foregoing, Agent shall be obligated on the terms set forth herein for performance of its express duties and obligations hereunderjurisdiction. Agent shall not be liable for any apportionment or distribution of payments made by it in good faith, faith and if any such apportionment or distribution is subsequently determined to have been made in error, error the sole recourse of any Lender to whom payment was due but not made made, shall be to recover from the other Lenders any payment in excess of the amount to which they are determined to be entitled (and such other Lenders hereby agree promptly to return to such Lender any such erroneous payments received by them). In performing its functions and duties hereunder, Agent shall exercise the same care which it would in dealing with loans for its own account. , but neither Agent nor any of its agents or representatives shall not be responsible to any Lender for any recitals, statements, representations or warranties made by Borrower herein or for the execution, effectiveness, genuineness, validity, enforceability, collectability collectibility, or sufficiency of this Agreement or any of the other Loan Documents or the transactions contemplated thereby, or for the financial condition of Borrowerany Loan Party. Agent shall not be required to make any inquiry concerning either the performance or observance of any of the terms, provisions, provisions or conditions of this Agreement or any of the Loan Documents or the financial condition of Borrowerany Loan Party, or the existence or possible existence of any Default or Event of Default. Agent may at any time request instructions from Lenders with respect to any actions or approvals which by the terms of this Agreement or of any of the other Loan Documents Agent is permitted or required to take or to grant, and if such instructions are promptly requested, Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from taking any action or withholding any approval under any of the Loan Documents until it shall have received such instructions from Requisite Lenders or all or such other portion of the applicable percentage of LendersLenders as shall be prescribed by this Agreement. Without limiting the foregoing, no Lender shall have any right of action whatsoever against Agent as a result of Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of the applicable percentage of Requisite Lenders and, notwithstanding the instructions of Requisite Lenders, Agent shall have no obligation to take any action if itit believes, in good faith, believes that such action exposes Agent or any of its officers, directors, managers, members, equity owners, employees, attorneys or agents to any personal liability unless Agent receives an for which it has not received satisfactory indemnification satisfactory to it from Lenders in accordance with respect to such actionsubsection 8.2(E).
Appears in 2 contracts
Samples: Credit Agreement (Sunsource Inc), Credit Agreement (Aki Holding Corp)
Rights, Exculpation, Etc. Neither Agent nor any of its officers, directors, managers, members, equity owners, employees, attorneys employees or agents shall be liable to any Lender for any action lawfully taken or omitted by them hereunder or under any of the other Loan Documents, or in connection herewith or therewith; provided , except that the foregoing shall not prevent Agent from being be liable to the extent of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction on a final and nonappealable basis. Notwithstanding the foregoing, Agent shall be obligated on the terms set forth herein for performance of its express duties and obligations hereunder, and except that Agent shall be liable with respect to its own gross negligence or willful misconduct. Agent shall not be liable for any apportionment or distribution of payments made by it in good faith, faith and if any such apportionment or distribution is subsequently determined to have been made in error, error the sole recourse of any Lender to whom payment was due but not made made, shall be to recover from the other Lenders any payment in excess of the amount to which they are determined to be entitled (and such other Lenders hereby agree promptly to return to such Lender any such erroneous payments received by them). In performing its functions and duties hereunder, Agent shall exercise the same care which it would in dealing with loans for its own account. , but Agent shall not be responsible to any Lender for any recitals, statements, representations or warranties made by Borrower herein or for the execution, effectiveness, genuineness, validity, validity enforceability, collectability collectibility, or sufficiency of this Agreement or any of the other Loan Documents or the transactions contemplated thereby, or for the financial condition of Borrowerany Loan Party. Agent shall not be required to make any inquiry concerning either the performance or observance of any of the terms, provisions, provisions or conditions of this Agreement or any of the Loan Documents or the financial condition of Borrowerany Loan Party, or the existence or possible existence of any Default or Event of Default. Agent may at any time request instructions from Lenders with respect to any actions or approvals which by the terms of this Agreement or of any of the other Loan Documents Agent is permitted or required to take or to grant, and if such instructions are promptly requested, Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from taking any action or withholding any approval under any of the Loan Documents until it shall have received such instructions from Requisite Lenders or all of the applicable percentage of Lenders, as applicable. Without limiting the foregoing, no Lender shall have any right of action whatsoever against Agent as a result of Agent acting or refraining from acting under this Agreement Agreement, the Notes, or any of the other Loan Documents in accordance with the instructions of the applicable percentage of Lenders and, notwithstanding the instructions of Requisite Lenders, Agent shall have no obligation to take any action if it, in good faith, believes that such action exposes Agent or any of its officers, directors, managers, members, equity owners, employees, attorneys or agents to any personal liability unless Agent receives an indemnification satisfactory to it from Lenders with respect to such action.
Appears in 2 contracts
Samples: Credit Agreement (Lynch Corp), Credit Agreement (Spinnaker Industries Inc)
Rights, Exculpation, Etc. Neither No Agent nor any of its officers, directors, managers, members, equity owners, employees, attorneys employees or agents shall be liable to any Lender for any action lawfully taken or omitted by them hereunder or under any of the other Loan Documents, or in connection herewith or therewith; provided , except that the foregoing each Agent shall not prevent Agent from being be liable to the extent of its own gross negligence or willful misconduct as determined by a final non-appealable order by a court of competent jurisdiction on a final and nonappealable basisjurisdiction. Notwithstanding the foregoing, No Agent shall be obligated on the terms set forth herein for performance of its express duties and obligations hereunder. Agent shall not be liable for any apportionment or distribution of payments made by it in good faith, faith and if any such apportionment or distribution is subsequently determined to have been made in error, error the sole recourse of any Lender to whom payment was due but not made made, shall be to recover from the other Lenders any payment in excess of the amount to which they are determined to be entitled (and such other Lenders hereby agree promptly to return to such Lender any such erroneous payments received by them). In no event shall any Agent be liable for punitive, special, consequential, incidental, exemplary or other similar damages. In performing its functions and duties hereunder, each Agent shall exercise the same care which it would in dealing with loans for its own account. , but no Agent nor any of its agents or representatives shall not be responsible to any Lender for any recitals, statements, representations or warranties made by Borrower herein or for the execution, effectiveness, genuineness, validity, enforceability, collectability collectibility, or sufficiency of this Agreement or any of the other Loan Documents or the transactions contemplated thereby, or for the financial condition of Borrowerany Credit Party. No Agent shall not be required to make any inquiry concerning either the performance or observance of any of the terms, provisions, provisions or conditions of this Agreement or any of the Loan Documents or the financial condition of Borrowerany Credit Party, or the existence or possible existence of any Default or Event of Default. Each Agent may at any time request instructions from Requisite Lenders or all affected Lenders with respect to any all actions or approvals which by the terms of this Agreement or of any of the other Loan Documents such Agent is permitted or required to take or to grant. If such instructions are promptly requested, and such Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from taking any action or withholding any approval under any of the Loan Documents until it shall have received such instructions from the applicable percentage Requisite Lenders or such other portion of Lendersthe Lenders as shall be prescribed by this Agreement. Without limiting the foregoing, no Lender shall have any right of action whatsoever against any Agent as a result of such Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of the applicable percentage of Requisite Lenders or all affected Lenders, as applicable; and, notwithstanding the instructions of Requisite Lenders or all affected Lenders, as applicable, no Agent shall have no any obligation to take any action if itit believes, in good faith, believes that such action is deemed to be illegal by such Agent or exposes such Agent to any liability for which it has not received satisfactory indemnification in accordance with Section 8.2(e). Each Lender acknowledges that it has, independently and without reliance upon any Agent or any other Lender and based on the Financial Statements referred to in Section 5.5 and such other documents and information as it has deemed appropriate, made its own credit and financial analysis of the Credit Parties and its officersown decision to enter into this Agreement. Each Lender also acknowledges that it will, directorsindependently and without reliance upon any Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, managerscontinue to make its own credit decisions in taking or not taking action under this Agreement. Each Lender acknowledges the potential conflict of interest of each other Lender as a result of Lenders holding disproportionate interests in the Loans, membersand expressly consents to, equity ownersand waives any claim based upon, employees, attorneys or agents to any personal liability unless Agent receives an indemnification satisfactory to it from Lenders with respect to such actionconflict of interest.
Appears in 2 contracts
Samples: Credit Agreement (Tempur Pedic International Inc), Credit Agreement (Twi Holdings Inc)
Rights, Exculpation, Etc. Neither Collateral Agent nor any of its officers, directors, managers, members, equity owners, employees, attorneys employees or agents Collateral Agent shall be liable to any Lender for any action lawfully taken or omitted by them hereunder or under any of the other Loan Documents, or in connection herewith or therewith; provided , except that the foregoing Collateral Agent shall not prevent Agent from being be liable to the extent of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction on a final and nonappealable basisjurisdiction. Notwithstanding the foregoingExcept for errors caused by its own gross negligence or willful misconduct, Agent shall be obligated on the terms set forth herein for performance of its express duties and obligations hereunder. Collateral Agent shall not be liable for any apportionment or distribution of payments made by it in good faith, faith and if any such apportionment or distribution is subsequently determined to have been made in error, the sole recourse of any Lender to whom payment was due but not made made, shall be to recover from the other Lenders any payment in excess of the amount to which they are determined to be entitled (and such other Lenders hereby agree promptly to return to such Lender any such erroneous payments received by them). In performing its functions and duties hereunder, Collateral Agent shall exercise the same care which it would in dealing with loans for its own account. , but neither Collateral Agent nor any of its agents, representatives shall not be responsible to any Lender for any recitals, statements, representations or warranties made by Borrower herein or for the execution, effectiveness, genuineness, validity, enforceability, collectability collectibility, or sufficiency of this Agreement or any of the other Loan Documents or the transactions contemplated thereby, or for the financial condition of any Borrower. Collateral Agent shall not be required to make any inquiry concerning either the performance or observance of any of the terms, provisions, provisions or conditions of this Agreement or any of the Loan Documents or the financial condition of any Borrower, or the existence or possible existence of any Default or Event of Default. Collateral Agent may at any time request instructions from Lenders with respect to any actions or approvals which by the terms of this Agreement or of any of the other Loan Documents Collateral Agent is permitted or required to take or to grant, and if such instructions are promptly requested, Collateral Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from taking any action or withholding any approval under any of the Loan Documents until it shall have received such instructions from Requisite Lenders as to which Requisite Lenders are entitled to give hereunder or all or such other portion of the applicable percentage of LendersLenders as shall be prescribed by this Agreement. Without limiting the foregoing, no Lender shall have any right of action whatsoever against Collateral Agent as a result of Collateral Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of Requisite Lenders in the applicable absence of an express requirement for a greater percentage of Lenders and, notwithstanding the instructions of Lenders, Agent shall have no obligation to take any action if it, in good faith, believes that such action exposes Agent or any of its officers, directors, managers, members, equity owners, employees, attorneys or agents to any personal liability unless Agent receives an indemnification satisfactory to it from Lenders with respect to Lender approval hereunder for such action.
Appears in 2 contracts
Samples: Loan and Security Agreement (Sun Healthcare Group Inc), Loan and Security Agreement (Sun Healthcare Group Inc)
Rights, Exculpation, Etc. Neither Agent nor any of its officers, directors, managers, members, equity owners, employees, attorneys employees or agents shall be liable to any Lender for any action lawfully taken or omitted by them hereunder or under any of the other Loan Documents, or in connection herewith or therewith; provided that the foregoing shall not prevent Agent from being be liable to the extent of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction on a final and nonappealable basis. Notwithstanding the foregoing, Agent shall be obligated on the terms set forth herein for performance of its express duties and obligations hereunder, and Agent shall be liable with respect to its own gross negligence or willful misconduct. Agent shall not be liable for any apportionment or distribution of payments made by it in good faith, and if any such apportionment or distribution is subsequently determined to have been made in error, the sole recourse of any Lender to whom payment was due but not made shall be to recover from the other Lenders any payment in excess of the amount to which they are determined to be entitled (and such other Lenders hereby agree promptly to return to such Lender any such erroneous payments received by them). In performing its functions and duties hereunder, Agent shall exercise the same care which it would in dealing with loans for its own account. Agent shall not be responsible to any Lender for any recitals, statements, representations or warranties made by Borrower Borrowers herein or for the execution, effectiveness, genuineness, validity, enforceability, collectability collectability, or sufficiency of this Agreement or any of the other Loan Documents or the transactions contemplated thereby, or for the financial condition of BorrowerBorrowers. Agent shall not be required to make any inquiry concerning either the performance or observance of any of the terms, provisions, or conditions of this Agreement or any of the Loan Documents or the financial condition of BorrowerBorrowers, or the existence or possible existence of any Default or Event of Default. Agent may at any time request instructions from Lenders with respect to any actions or approvals which by the terms of this Agreement or of any of the other Loan Documents Agent is permitted or required to take or to grant, and Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from taking any action or withholding any approval under any of the Loan Documents until it shall have received such instructions from the applicable percentage of Lenders. Without limiting the foregoing, no Lender shall have any right of action whatsoever against Agent as a result of Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of the applicable percentage of Lenders and, and notwithstanding the instructions of Lenders, Agent shall have no obligation to take any action if it, in good faith, faith believes that such action exposes Agent or any of its officers, directors, managers, members, equity owners, employees, attorneys employees or agents to any personal liability unless Agent receives an indemnification reasonably satisfactory to it from Lenders with respect to such action.
Appears in 2 contracts
Samples: Revolving Credit and Security Agreement (Covista Communications Inc), Revolving Credit, Term Loan, and Security Agreement (Advanced Nutraceuticals Inc/Tx)
Rights, Exculpation, Etc. Neither Agent nor any of its officers, directors, managers, members, equity owners, employees, attorneys employees or agents shall be liable to any Lender for any action lawfully taken or omitted by them hereunder or under any of the other Loan Documents, or in connection herewith or therewith; provided that the foregoing shall not prevent Agent from being be liable to the extent of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction on a final and nonappealable basis. Notwithstanding the foregoing, Agent shall be obligated on the terms set forth herein for performance of its express duties and obligations hereunder, and Agent shall be liable with respect to its own gross negligence or willful misconduct. Agent shall not be liable for any apportionment or distribution of payments made by it in good faith, and if any such apportionment or distribution is subsequently determined to have been made in error, the sole recourse of any Lender to whom payment was due but not made shall be to recover from the other Lenders any payment in excess of the amount to which they are determined to be entitled (and such other Lenders hereby agree promptly to return to such Lender any such erroneous payments received by them). In performing its functions and duties hereunder, Agent shall exercise the same care which it would in dealing with loans for its own account. Agent shall not be responsible to any Lender for any recitals, statements, representations or warranties made by Borrower Borrowers herein or for the execution, effectiveness, genuineness, validity, enforceability, collectability collectibility, or sufficiency of this Agreement or any of the other Loan Documents or the transactions contemplated thereby, or for the financial condition of BorrowerBorrowers. Agent shall not be required to make any inquiry concerning either the performance or observance of any of the terms, provisions, or conditions of this Agreement or any of the Loan Documents or the financial condition of BorrowerBorrowers, or the existence or possible existence of any Default or Event of Default. Agent may at any time request instructions from Lenders with respect to any actions or approvals which by the terms of this Agreement or of any of the other Loan Documents Agent is permitted or required to take or to grant, and Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from taking any action or withholding any approval under any of the Loan Documents until it shall have received such instructions from the applicable percentage of Lenders. Without limiting the foregoing, no Lender shall have any right of action whatsoever against Agent as a result of Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of the applicable percentage of Lenders and, and notwithstanding the instructions of Lenders, Agent shall have no obligation to take any action if it, in good faith, faith believes that such action exposes Agent or any of its officers, directors, managers, members, equity owners, employees, attorneys employees or agents to any personal liability unless Agent receives an indemnification reasonably satisfactory to it from Lenders with respect to such action.
Appears in 2 contracts
Samples: Revolving Credit and Security Agreement (Skilled Healthcare Group Inc), Revolving Credit and Security Agreement (Skilled Healthcare Group Inc)
Rights, Exculpation, Etc. Neither No Managing Agent nor or any of its officers, directors, managers, members, equity owners, employees, attorneys or agents shall be liable to any Lender for any action lawfully taken or omitted by them hereunder or under any of the other Loan Documents, or in connection herewith or therewith; provided that the foregoing shall not prevent a Managing Agent from being be liable to the extent of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction on a final and nonappealable basis. Notwithstanding the foregoing, each Managing Agent shall be obligated on the terms set forth herein for performance of its express duties and obligations hereunder. No Managing Agent shall not be liable for any apportionment or distribution of payments made by it in good faith, and if any such apportionment or distribution is subsequently determined to have been made in error, the sole recourse of any Lender to whom payment was due but not made shall be to recover from the other Lenders any payment in excess of the amount to which they are determined to be entitled (and such other Lenders hereby agree promptly to return to such Lender any such erroneous payments received by them). In performing its functions and duties hereunder, each Managing Agent shall exercise the same care which it would in dealing with loans for its own account. No Managing Agent shall not be responsible to any Lender for any recitals, statements, representations or warranties made by Borrower herein or for the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency of this Agreement or any of the other Loan Documents or the transactions contemplated thereby, or for the financial condition of Borrower. No Managing Agent shall not be required to make any inquiry concerning either the performance or observance of any of the terms, provisions, or conditions of this Agreement or any of the Loan Documents or the financial condition of Borrower, or the existence or possible existence of any Default or Event of Default. Each Managing Agent may at any time request instructions from Lenders in such Managing Agent’s Lender Group with respect to any actions or approvals which by the terms of this Agreement or of any of the other Loan Documents such Managing Agent is permitted or required to take or to grant, and Managing Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from taking any action or withholding any approval under any of the Loan Documents until it shall have received such instructions from the applicable percentage of Lenders. Without limiting the foregoing, no Lender shall have any right of action whatsoever against any Managing Agent as a result of such Managing Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of the applicable percentage of Lenders in such Managing Agent’s Lender Group and, notwithstanding the instructions of such Lenders, no Managing Agent shall have no any obligation to take any action if it, in good faith, believes that such action exposes such Managing Agent or any of its officers, directors, managers, members, equity owners, employees, attorneys or agents to any personal liability unless such Managing Agent receives an indemnification satisfactory to it from Lenders in such Managing Agent’s Lender Group with respect to such action.
Appears in 2 contracts
Samples: Loan and Security Agreement (RumbleOn, Inc.), Loan and Security Agreement (Enova International, Inc.)
Rights, Exculpation, Etc. Neither Agent nor any of its officers, directors, managers, members, equity owners, employees, attorneys employees or agents shall be liable to any Lender for any action lawfully taken or omitted by them hereunder or under any of the other Loan Documents, or in connection herewith or therewith; provided that the foregoing shall not prevent Agent from being be liable to the extent of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction on a final and nonappealable basis. Notwithstanding the foregoing, Agent shall be obligated on the terms set forth herein for performance of its express duties and obligations hereunder, and Agent shall be liable with respect to its own gross negligence or willful misconduct. Agent shall not be liable for any apportionment or distribution of payments made by it in good faith, and if any such apportionment or distribution is subsequently determined to have been made in error, the sole recourse of any Lender to whom payment was due but not made shall be to recover from the other Lenders any payment in excess of the amount to which they are determined to be entitled (and such other Lenders hereby agree promptly to return to such Lender any such erroneous payments received by them). In performing its functions and duties hereunder, Agent shall exercise the same care which it would in dealing with loans for its own account. Agent shall not be responsible to any Lender for any recitals, statements, representations or warranties made by Borrower herein or for the execution, effectiveness, genuineness, validity, enforceability, collectability collectibility, or sufficiency of this Agreement or any of the other Loan Documents or the transactions contemplated thereby, or for the financial condition of Borrower. Agent shall not be required to make any inquiry concerning either the performance or observance of any of the terms, provisions, or conditions of this Agreement or any of the Loan Documents or the financial condition of Borrower, or the existence or possible existence of any Default or Event of Default. Agent may at any time request instructions from Lenders with respect to any actions or approvals which by the terms of this Agreement or of any of the other Loan Documents Agent is permitted or required to take or to grant, and Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from taking any action or withholding any approval under any of the Loan Documents until it shall have received such instructions from the applicable percentage of Lenders. Without limiting the foregoing, no Lender shall have any right of action whatsoever against Agent as a result of Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of the applicable percentage of Lenders and, and notwithstanding the instructions of Lenders, Agent shall have no obligation to take any action if it, in good faith, faith believes that such action exposes Agent or any of its officers, directors, managers, members, equity owners, employees, attorneys employees or agents to any personal liability unless Agent receives an indemnification reasonably satisfactory to it from Lenders with respect to such action.
Appears in 2 contracts
Samples: Revolving Credit, Term Loan and Security Agreement (America Service Group Inc /De), Revolving Credit and Security Agreement (America Service Group Inc /De)
Rights, Exculpation, Etc. Neither Administrative Agent nor any of its officers, directors, managers, members, equity owners, employees, attorneys employees or agents shall be liable to any Lender for any action lawfully taken or omitted by them hereunder or under any of the other Loan Documents, or in connection herewith or therewith; provided , except that the foregoing Administrative Agent shall not prevent Agent from being be liable to the extent of its their own gross negligence or willful misconduct as determined by a court of competent jurisdiction on a final and nonappealable basisjurisdiction. Notwithstanding the foregoing, Agent shall be obligated on the terms set forth herein for performance of its express duties and obligations hereunder. Administrative Agent shall not be liable for any apportionment or distribution of payments made by it in good faith, and if any such apportionment or distribution is subsequently determined to have been made in error, the sole recourse of any Lender to whom payment was due but not made shall be to recover from the other Lenders any payment in excess of the amount to which they are determined to be entitled (and such other Lenders hereby agree promptly to return to such Lender any such erroneous payments received by them). In performing its functions and duties hereunder, Administrative Agent shall exercise the same care which it would in dealing with loans for its own account. , but neither Administrative Agent nor any of its agents or representatives shall not be responsible to any Lender for any recitals, statements, representations or warranties made by Borrower herein or for the execution, effectiveness, genuineness, validity, enforceability, collectability collectibility, or sufficiency of this Agreement or any of the other Loan Documents or the transactions contemplated thereby, or for the financial condition of Borrowerany Loan Party. Administrative Agent shall not be required to make any inquiry concerning either the performance or observance of any of the terms, provisions, provisions or conditions of this Agreement or any of the Loan Documents or the financial condition of Borrowerany Loan Party, or the existence or possible existence of any Default or Event of Default. Administrative Agent may at any time request instructions from Lenders with respect to any actions or approvals which by the terms of this Agreement or of any of the other Loan Documents Administrative Agent is permitted or required to take or to grant, and if such instructions are promptly requested, Administrative Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from taking any action or withholding any approval under any of the Loan Documents until it shall have received such instructions from Requisite Lenders or all or such other portion of the applicable percentage of LendersLenders as shall be prescribed by this Agreement. Without limiting the foregoing, no Lender shall have any right of action whatsoever against Administrative Agent as a result of Administrative Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of the applicable percentage of Requisite Lenders and, notwithstanding the instructions of Requisite Lenders, Administrative Agent shall not have no any obligation to take any action if itit believes, in good faith, believes that such action exposes Administrative Agent or any of its officers, directors, managers, members, equity owners, employees, attorneys or agents to any personal liability unless Agent receives an for which it has not received satisfactory indemnification satisfactory to it from Lenders in accordance with respect to such actionsubsection 8.2(E).
Appears in 2 contracts
Samples: Senior Post Petition Credit Agreement (Portola Packaging Inc), Post Petition Credit Agreement (Portola Packaging Inc)
Rights, Exculpation, Etc. Neither Agent nor any of its officers, directors, managers, members, equity owners, employees, attorneys employees or agents shall be liable to any Lender for any action lawfully taken or omitted by them hereunder or under any of the other Loan Documents, or in connection herewith or therewith; provided , except that the foregoing shall not prevent Agent from being be liable to the extent of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction on a final and nonappealable basis. Notwithstanding the foregoing, Agent shall be obligated on the terms set forth herein for performance of its express duties and obligations hereunder, and except that Agent shall be liable with respect to its own gross negligence or willful misconduct. Agent shall not be liable for any apportionment or distribution of payments made by it in good faith, faith and if any such apportionment or distribution is subsequently determined to have been made in error, error the sole recourse of any Lender to whom payment was due but not made made, shall be to recover from the other Lenders any payment in excess of the amount to which they are determined to be entitled (and such other Lenders hereby agree promptly to return to such Lender any such erroneous payments received by them). In performing its functions and duties hereunder, Agent shall exercise the same care which it would in dealing with loans for its own account. , but Agent shall not be responsible to any Lender for any recitals, statements, representations or warranties made by Borrower herein or for the execution, effectiveness, genuineness, validity, enforceability, collectability collectibility, or sufficiency of this Agreement or any of the other Loan Documents or the transactions contemplated thereby, or for the financial condition of Borrowerany Loan Party. Agent shall not be required to make any inquiry concerning either the performance or observance of any of the terms, provisions, provisions or conditions of this Agreement or any of the Loan Documents or the financial condition of Borrowerany Loan Party, or the existence or possible existence of any Default or Event of Default. Agent may at any time request instructions from Lenders with respect to any actions or approvals which by the terms of this Agreement or of any of the other Loan Documents Agent is permitted or required to take or to grant, and Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from taking any action or withholding any approval under any of the Loan Documents until it shall have received such instructions from the applicable percentage of the Lenders. Without limiting the foregoing, no Lender shall have any right of action whatsoever against Agent as a result of Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of the applicable percentage of the Lenders and, and notwithstanding the instructions of Lenders, Agent shall have no obligation to take any action if it, in good faith, faith believes that such action exposes Agent or any of its officers, directors, managers, members, equity owners, employees, attorneys or agents to any personal liability unless Agent receives an indemnification satisfactory to it from Lenders with respect to such actionliability.
Appears in 2 contracts
Samples: Loan and Security Agreement (Unitel Video Inc/De), Loan and Security Agreement (Industrial Data Systems Corp)
Rights, Exculpation, Etc. Neither the Agent nor any of its officers, directors, managers, members, equity owners, employees, attorneys employees or agents shall be liable to any Lender for any action lawfully taken or omitted by them hereunder or under any of the other Loan Documents, or in connection herewith or therewith; provided , except that the foregoing shall not prevent Agent from being be liable to the extent of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction on a final and nonappealable basis. Notwithstanding the foregoing, Agent shall be obligated on the terms set forth herein for performance of its express duties and obligations hereunder, and except that the Agent shall be liable with respect to its own gross negligence or willful misconduct. The Agent shall not be liable for any apportionment or distribution of payments made by it in good faith, faith and if any such apportionment or distribution is subsequently determined to have been made in error, error the sole recourse of any Lender to whom payment was due but not made made, shall be to recover from the other Lenders any payment in excess of the amount to which they are determined to be entitled (and such other Lenders hereby agree promptly to return to such Lender any such erroneous payments received by them). In performing its functions and duties hereunder, Agent shall exercise the same care which it would in dealing with loans for its own account. The Agent shall not be responsible to any Lender for any recitals, statements, representations or warranties made by Borrower herein or for the execution, effectiveness, genuineness, validity, enforceability, collectability collectible, or sufficiency of this Agreement or any of the other Loan Documents or the transactions contemplated thereby, or for the financial condition of Borrowerany Person. The Agent shall not be required to make any inquiry concerning either the performance or observance of any of the terms, provisions, provisions or conditions of this Agreement or any of the Loan Documents or the financial condition of Borrowerany Person, or the existence or possible existence of any Default or Event of Default. The Agent may at any time request instructions from the Lenders with respect to any actions or approvals which by the terms of this Agreement or of any of the other Loan Documents the Agent is permitted or required to take or to grant, and the Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from taking any action or withholding any approval under any of the Loan Documents until it shall have received such instructions from the applicable percentage of the Lenders. Without limiting the foregoing, no Lender shall have any right of action whatsoever against the Agent as a result of the Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of the applicable percentage of the Lenders and, and notwithstanding the instructions of the Lenders, the Agent shall have no obligation to take any action if it, in good faith, faith believes that such action exposes the Agent or any of its officers, directors, managers, members, equity owners, employees, attorneys or agents to any personal liability unless Agent receives an indemnification satisfactory to it from Lenders with respect to such actionliability.
Appears in 2 contracts
Samples: Loan and Security Agreement (Environmental Safeguards Inc/Tx), Loan and Security Agreement (Cahill Edward L)
Rights, Exculpation, Etc. Neither In performing its functions and duties hereunder, Agent shall exercise the same care which it would in dealing with loans for its own account; provided, however, that neither Agent, its Affiliates, nor any of its officers, directors, managers, members, equity owners, employees, attorneys or agents their Representatives shall be liable to any Lender for any action lawfully taken or omitted by them hereunder or under any of the other Loan Documents, or in connection herewith or therewith; provided provided, further, that the foregoing shall not prevent Agent from being be liable to the extent of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction on a final and nonappealable basis. Notwithstanding the foregoing, Agent shall be obligated on the terms set forth herein for performance of its express duties and obligations hereunder. Agent shall not be liable for any apportionment or distribution Distribution of payments made by it in good faith, and if any such apportionment or distribution Distribution is subsequently determined to have been made in error, the sole recourse of any Lender to whom such payment was due but not made shall be to recover from the other Lenders any such payment in excess of the amount due to which they are determined to be entitled it (and such other Lenders hereby agree promptly to return to such Lender any such erroneous payments received by them). In performing its functions and duties hereunderNotwithstanding any provision of any Loan Document, Agent shall exercise not have any liability arising from confirmations of the same care which it would in dealing with loans for its own accountamount of outstanding Loans or the component amounts thereof. Agent shall not be responsible to any Lender for for, or required to make any inquiry concerning, any recitals, statements, representations or warranties (written or oral) made by Borrower herein or for the Credit Parties in any Loan Document, the execution, effectiveness, performance, genuineness, validity, enforceability, collectability or sufficiency of this Agreement or any of the other Loan Documents Document or the transactions contemplated thereby, or for the financial condition of Borrower. Agent shall not be required to make any inquiry concerning either the performance or observance of any of the terms, provisions, or conditions of this Agreement or any of the Loan Documents or the financial condition of Borrower, or the existence or possible existence of any Default or Event of Default, or the condition (financial or otherwise) of the Credit Parties or any of the Collateral. Agent may at any time request instructions from one or more Lenders with respect to any actions or approvals which which, by the terms of this Agreement or of any of the other Loan Documents Document, Agent is permitted or required to take or to grant, and Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from taking any action or withholding any approval under any of the Loan Documents Document until it shall have received such instructions from the applicable percentage of such Lenders. Without limiting the foregoing, no Lender shall have any claim or right of action whatsoever against Agent as a result of Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of the applicable percentage of Requisite Lenders (or such other proportion as applicable) and, notwithstanding the instructions of Lenderssuch instructions, Agent shall have no obligation to take any action or refrain from taking any action if it, in good faith, believes that such action exposes or non-action may expose Agent or any of its officers, directors, managers, members, equity owners, employees, attorneys Affiliates or agents its or their Representatives to any personal liability unless Agent receives an indemnification satisfactory to it from Lenders with respect to such actionin its sole discretion.
Appears in 2 contracts
Samples: Credit Agreement (Fibernet Telecom Group Inc\), Credit Agreement (Fibernet Telecom Group Inc\)
Rights, Exculpation, Etc. Neither Agent nor any of its officers, directors, managers, members, equity owners, employees, attorneys employees or agents shall be liable to any Lender for any action lawfully taken or omitted by them hereunder or under any of the other Loan Documents, or in connection herewith or therewith; provided , except that the foregoing shall not prevent Agent from being be liable to the extent of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction on a final and nonappealable basis. Notwithstanding the foregoing, Agent shall be obligated on the terms set forth herein for performance of its express duties and obligations hereunder, and except that Agent shall be liable with respect to its own gross negligence or willful misconduct. Agent shall not be liable for any apportionment or distribution of payments made by it in good faith, faith and if any such apportionment or distribution is subsequently determined to have been made in error, error the sole recourse of any Lender to whom payment was due but not made made, shall be to recover from the other Lenders any payment in excess of the amount to which they are determined to be entitled (and such other Lenders hereby agree promptly to return to such Lender any such erroneous payments received by them). In performing its functions and duties hereunder, Agent shall exercise the same care which it would in dealing with loans for its own account. , but Agent shall not be responsible to any Lender for any recitals, statements, representations or warranties made by Borrower herein or for the execution, effectiveness, genuineness, validity, enforceability, collectability collectibility, or sufficiency of this Agreement or any of the other Loan Documents or the transactions contemplated thereby, or for the financial condition of Borrowerany Loan Party. Agent shall not be required to make any inquiry concerning either the performance or observance of any of the terms, provisions, provisions or conditions of this Agreement or any of the Loan Documents or the financial condition of Borrowerany Loan Party, or the existence or possible existence of any Default or Event of Default. Agent may at any time request instructions from Lenders with respect to any actions or approvals which by the terms of this Agreement or of any of the other Loan Documents Agent is permitted or required to take or to grant, and Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from taking any action or withholding any approval under any of the Loan Documents until it shall have received such instructions from the applicable percentage of Lenders. Without limiting the foregoing, no Lender shall have any right of action whatsoever against Agent as a result of Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of the applicable percentage of Lenders and, notwithstanding the instructions of Lenders, Agent shall have no obligation to take any action if it, in good faith, believes that such action exposes Agent or any of its officers, directors, managers, members, equity owners, employees, attorneys or agents to any personal liability unless Agent receives an indemnification satisfactory to it from Lenders with respect to such action.any
Appears in 1 contract
Rights, Exculpation, Etc. Neither Agent nor any of its officers, directors, managers, members, equity owners, employees, attorneys employees or agents shall be liable to any Lender for any action lawfully taken or omitted by them hereunder or under any of the other Loan Documents, or in connection herewith or therewith; provided , except that the foregoing Agent shall not prevent Agent from being be liable to the extent of its their own gross negligence or willful misconduct as determined by a court of competent jurisdiction on a final and nonappealable basis. Notwithstanding the foregoing, Agent shall be obligated on the terms set forth herein for performance of its express duties and obligations hereunderjurisdiction. Agent shall not be liable for any apportionment or distribution of payments made by it in good faith, and if any such apportionment or distribution is subsequently determined to have been made in error, the sole recourse of any Lender to whom payment was due but not made shall be to recover from the other Lenders any payment in excess of the amount to which they are determined to be entitled (and such other Lenders hereby agree promptly to return to such Lender any such erroneous payments received by them). In performing its functions and duties hereunder, Agent shall exercise the same care which it would in dealing with loans for its own account. , but neither Agent nor any of its agents or representatives shall not be responsible to any Lender for any recitals, statements, representations or warranties made by Borrower herein or for the execution, effectiveness, genuineness, validity, enforceability, collectability collectibility, or sufficiency of this Agreement or any of the other Loan Documents or the transactions contemplated thereby, or for the financial condition of Borrowerany Loan Party. Agent shall not be required to make any inquiry concerning either the performance or observance of any of the terms, provisions, provisions or conditions of this Agreement or any of the Loan Documents or the financial condition of Borrowerany Loan Party, or the existence or possible existence of any Default or Event of Default. Agent may at any time request instructions from Lenders with respect to any actions or approvals which by the terms of this Agreement or of any of the other Loan Documents Agent is permitted or required to take or to grant, and if such instructions are promptly requested, Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from taking any action or withholding any approval under any of the Loan Documents until it shall have received such instructions from Requisite Lenders or all or such other portion of the applicable percentage of LendersLenders as shall be 49 prescribed by this Agreement. Without limiting the foregoing, no Lender shall have any right of action whatsoever against Agent as a result of Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of the applicable percentage of Requisite Lenders and, notwithstanding the instructions of Requisite Lenders, Agent shall not have no any obligation to take any action if itit believes, in good faith, believes that such action exposes Agent or any of its officers, directors, managers, members, equity owners, employees, attorneys or agents to any personal liability unless Agent receives an for which it has not received satisfactory indemnification satisfactory to it from Lenders in accordance with respect to such actionsubsection 8.2(E).
Appears in 1 contract
Rights, Exculpation, Etc. Neither Agent nor any of its officers, directors, managers, members, equity owners, employees, attorneys employees or agents shall be liable to any Lender Purchaser for any action lawfully taken or omitted by them hereunder or under any of the other Loan Note Documents, or in connection herewith or therewith; provided , except that the foregoing Agent shall not prevent Agent from being be liable to the extent of its own gross negligence or willful misconduct as determined by a final non-appealable judgment by a court of competent jurisdiction on a final and nonappealable basis. Notwithstanding the foregoing, Agent shall be obligated on the terms set forth herein for performance of its express duties and obligations hereunderjurisdiction. Agent shall not be liable for any apportionment or distribution of payments made by it in good faith, faith and if any such apportionment or distribution is subsequently determined to have been made in error, the sole recourse of any Lender Purchaser to whom payment was due but not made made, shall be to recover from the other Lenders Purchasers any payment in excess of the amount to which they are determined to be entitled (and such other Lenders Purchasers hereby agree promptly to return to such Lender Purchaser any such erroneous payments received by them). In performing Neither Agent nor any of its functions and duties hereunder, Agent agents or representatives shall exercise the same care which it would in dealing with loans for its own account. Agent shall not be responsible to any Lender Purchaser for any recitals, statements, representations or warranties made by Borrower herein or for the execution, effectiveness, genuineness, validity, enforceability, collectability collectability, or sufficiency of this Agreement or any of the other Loan Note Documents or the transactions contemplated thereby, or for the financial condition of Borrowerany Note Party. Agent shall not be responsible for or be required to make any inquiry concerning either (i) the performance or observance of any of the terms, provisions, provisions or conditions of this Agreement or any of the Loan Documents or other Note Documents, (ii) the financial condition of Borrowerany Note Party, (iii) the contents of any certificate, report or other document delivered hereunder or any other Note Document or in connection herewith or therewith, or (iv) the existence or possible existence of any Default or Event of Default. Agent may at any time request instructions from Lenders Purchasers with respect to any actions or approvals which by the terms of this Agreement or of any of the other Loan Note Documents Agent is permitted or required to take or to grant, and if such instructions are promptly requested, Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from taking any action or withholding any approval under any of the Loan Note Documents until it shall have received such instructions from Requisite Purchasers or all or such other portion of the applicable percentage of LendersPurchasers as shall be prescribed by this Agreement. Without limiting the foregoing, no Lender Purchaser shall have any right of action whatsoever against Agent as a result of Agent acting or refraining from acting under this Agreement or any of the other Loan Note Documents in accordance with the instructions of Requisite Purchasers in the applicable absence of an express requirement for a greater percentage of Lenders and, notwithstanding the instructions of Lenders, Agent shall have no obligation to take any action if it, in good faith, believes that such action exposes Agent or any of its officers, directors, managers, members, equity owners, employees, attorneys or agents to any personal liability unless Agent receives an indemnification satisfactory to it from Lenders with respect to Purchaser approval hereunder for such action.
Appears in 1 contract
Rights, Exculpation, Etc. Neither the Agent nor any of its officers, directors, managers, members, equity owners, employees, attorneys employees or agents shall be liable to any Lender for any action lawfully taken or omitted by it or any of them hereunder under this Agreement or under any of the other Loan Documents, or in connection herewith or therewith; provided , except that (a) the foregoing shall not prevent Agent from being be liable to the extent of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction on a final and nonappealable basis. Notwithstanding the foregoing, Agent shall be obligated on the terms set forth herein for performance of its express duties obligations under this Agreement; (b) the Agent shall not be entitled to exercise any of the powers granted to it under this Agreement or the other Loan Documents in any way inconsistent with its express obligations to the Lenders under this Agreement; and obligations hereunder(c) no Person shall be relieved of any liability imposed by law for gross negligence or for willful misconduct or any other intentional tort. The Agent shall not be liable for any apportionment or distribution of payments made by it in good faithfaith pursuant to Section 4.6, and if any such apportionment or distribution is subsequently determined to have been made in error, the sole recourse of any Lender Secured Creditor to whom payment was due but not made shall be to recover from the other Lenders Secured Creditors any payment in excess of the amount to which they are it is determined to be entitled (and such other Lenders hereby agree promptly to return to such Lender any such erroneous payments received by them)have been entitled. In performing its functions and duties hereunder, Agent shall exercise the same care which it would in dealing with loans for its own account. The Agent shall not be responsible to any Lender for any recitals, statements, representations or warranties made by Borrower herein contained in this Agreement or for the execution, effectiveness, genuineness, validity, enforceability, collectability collectibility, or sufficiency of this Agreement or any of the other Loan Documents or any of the transactions contemplated thereby, or for the financial condition of any Borrower. The Agent shall not be required to make any inquiry concerning either the performance or observance of any of the terms, provisions, provisions or conditions of this Agreement or any of the other Loan Documents or the financial condition of any Borrower, or the existence or possible existence of any Default or Event of Default. The Agent may at any time request instructions from the Lenders or Majority Lenders with respect to any actions or approvals which by the terms of this Agreement or of any of the other Loan Documents the Agent is permitted or required to take or to grant, and if such instructions are promptly requested, the Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from taking any action or withholding any approval under any of the Loan Documents until it shall have received such instructions from the applicable percentage of Lenders or Majority Lenders, as applicable. Without limiting the foregoing, no Lender shall have any right of action whatsoever against the Agent as a result of the Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of the applicable percentage of Lenders and, notwithstanding the instructions of or Majority Lenders, Agent shall have no obligation to take any action if it, in good faith, believes that such action exposes Agent or any of its officers, directors, managers, members, equity owners, employees, attorneys or agents to any personal liability unless Agent receives an indemnification satisfactory to it from Lenders with respect to such actionas applicable.
Appears in 1 contract
Samples: Loan and Security Agreement (Roadmaster Industries Inc)
Rights, Exculpation, Etc. Neither Agent nor any of its officers, directors, managers, members, equity owners, employees, attorneys employees -------------------------- or agents shall be liable to any Lender for any action lawfully taken or omitted by them hereunder or under any of the other Loan Documents, or in connection herewith or therewith; provided , except that the foregoing Agent shall not prevent Agent from being be liable to the extent of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction on a final and nonappealable basis. Notwithstanding the foregoing, Agent shall be obligated on the terms set forth herein for performance of its express duties and obligations hereunderjurisdiction. Agent shall not be liable for any apportionment or distribution of payments made by it in good faith, faith and if any such apportionment or distribution is subsequently determined to have been made in error, the sole recourse of any Lender to whom payment was due but not made made, shall be to recover from the other Lenders any payment in excess of the amount to which they are determined to be entitled (and such other Lenders hereby agree promptly to return to such Lender any such erroneous payments received by them). In performing its functions and duties hereunder, Agent shall exercise the same care which it would in dealing with loans for its own account. , but neither Agent nor any of its agents or representatives shall not be responsible to any Lender for any recitals, statements, representations or warranties made by Borrower herein or for the execution, effectiveness, genuineness, validity, enforceability, collectability collectibility, or sufficiency of this Agreement or any of the other Loan Documents or the transactions contemplated thereby, or for the financial condition of any Borrower. Agent shall not be required to make any inquiry concerning either the performance or observance of any of the terms, provisions, provisions or conditions of this Agreement or any of the Loan Documents or the financial condition of any Borrower, or the existence or possible existence of any Default breach or Event of Default. Agent may at any time request instructions from Lenders with respect to any actions or approvals which by the terms of this Agreement or of any of the other Loan Documents Agent is permitted or required to take or to grant, and if such instructions are promptly requested, Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from taking any action or withholding any approval under any of the Loan Documents until it shall have received such instructions from Requisite Lenders or all or such other portion of the applicable percentage of LendersLenders as shall be prescribed by this Agreement. Without limiting the foregoing, no Lender shall have any right of action whatsoever against Agent as a result of Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of Requisite Lenders in the applicable absence of an express requirement for a greater percentage of Lenders and, notwithstanding the instructions of Lenders, Agent shall have no obligation to take any action if it, in good faith, believes that such action exposes Agent or any of its officers, directors, managers, members, equity owners, employees, attorneys or agents to any personal liability unless Agent receives an indemnification satisfactory to it from Lenders with respect to Lender approval hereunder for such action.
Appears in 1 contract
Samples: Loan and Security Agreement (Harborside Healthcare Corp)
Rights, Exculpation, Etc. Neither Agent the Designated Representative nor any of its officers, directors, managers, members, equity owners, employees, attorneys or agents shall be liable to any Lender Holder for any action lawfully taken or omitted by them hereunder or under any of the other Loan Documentshereunder, or in connection herewith or therewith; provided that the foregoing shall not prevent Agent the Designated Representative from being be liable to the extent of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction on a final and nonappealable basis. Notwithstanding the foregoing, Agent the Designated Representative shall be obligated on the terms set forth herein for performance of its express duties and obligations hereunder. Agent shall not be liable for any apportionment error or distribution of payments mistake made by it in good faith, and if any such apportionment or distribution is subsequently determined to have been made in error, the sole recourse of any Lender to whom payment was due but not made shall be to recover from the other Lenders any payment in excess of the amount to which they are determined to be entitled (and such other Lenders hereby agree promptly to return to such Lender any such erroneous payments received by them). In performing its functions and duties hereunder, Agent the Designated Representative shall exercise the same care which it would in dealing with loans notes for its own account. Agent The Designated Representative shall not be responsible to any Lender Holder for any recitals, statements, representations or warranties made by Borrower the Company herein or for the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency of this Agreement or any of Agreement, the other Loan Collateral Documents or the transactions contemplated thereby, or for the financial condition of Borrowerthe Company. Agent Designated Representative shall not be required to make any inquiry concerning either the performance or observance of any of the terms, provisions, or conditions of this Agreement or any of Agreement, the Loan Collateral Documents or the financial condition of Borrowerthe Company, or the existence or possible existence of any Potential Default or Event of Default. Agent may at The Designated Representative shall have no duty to inform the Holders of any time request instructions from Lenders event or circumstance with respect to any actions or approvals which by this Agreement, the terms of this Agreement or of any of the other Loan Collateral Documents Agent is permitted or required to take or to grant, and Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from taking any action or withholding any approval under any of the Loan Documents until it shall have received such instructions from the applicable percentage of Lenders. Without limiting the foregoing, no Lender shall have any right of action whatsoever against Agent as a result of Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of the applicable percentage of Lenders and, notwithstanding the instructions of Lenders, Agent shall have no obligation to take any action if it, in good faith, believes that such action exposes Agent or any of its officers, directors, managers, members, equity owners, employees, attorneys or agents to any personal liability unless Agent receives an indemnification satisfactory to it from Lenders with respect to such actionObligor.
Appears in 1 contract
Samples: Note Purchase and Collateral Trust and Security Agreement (BFC Financial Corp)
Rights, Exculpation, Etc. Neither Agent nor any of its officers, ------------------------- directors, managers, members, equity owners, employees, attorneys employees or agents shall be liable to any Lender for any action lawfully taken or omitted by them hereunder or under any of the other Loan Documents, or in connection herewith or therewith; provided , except that the foregoing Agent shall not prevent Agent from being be liable with respect to the extent of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction on a final and nonappealable basis. Notwithstanding the foregoing, Agent shall be obligated on the terms set forth herein for performance of its express duties and obligations hereundermisconduct. Agent shall not be liable for any apportionment or distribution of payments made by it in good faith, faith and if any such apportionment or distribution is subsequently determined to have been made in error, error the sole recourse of any Lender to whom payment was due but not made made, shall be to recover from the other Lenders any payment in excess of the amount to which they are determined to be entitled (and such other Lenders hereby agree promptly to return to such Lender any such erroneous payments received by them). In performing its functions and duties hereunder, Agent shall exercise the same care which it would in dealing with loans for its own account. , but Agent shall not be responsible to any Lender for any recitals, statements, representations or warranties made by Borrower herein or for the execution, effectiveness, genuineness, validity, enforceability, collectability collectibility, or sufficiency of this Agreement or any of the other Loan Documents or the transactions contemplated thereby, or for the financial condition of Borrowerany Loan Party. Agent shall not be required to make any inquiry concerning either the performance or observance of any of the terms, provisions, provisions or conditions of this Agreement or any of the Loan Documents or the financial condition of Borrowerany Loan Party, or the existence or possible existence of any Default or Event of Default. Agent may at any time request instructions from Lenders with respect to any actions or approvals which by the terms of this Agreement or of any of the other Loan Documents Agent is permitted or required to take or to grant, and if such instructions are promptly requested, Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from taking any action or withholding any approval under any of the Loan Documents until it shall have received such instructions from Requisite Lenders or all of the applicable percentage of Lenders, as applicable. Without limiting the foregoing, no Lender shall have any right of action whatsoever against Agent as a result of Agent acting or refraining from acting under this Agreement Agreement, the Notes, or any of the other Loan Documents in accordance with the instructions of the applicable percentage of Lenders and, notwithstanding the instructions of Requisite Lenders, Agent shall have no obligation to take any action if it, in good faith, believes that such action exposes Agent or any of its officers, directors, managers, members, equity owners, employees, attorneys or agents to any personal liability unless Agent receives an indemnification satisfactory to it from Lenders with respect to such action.
Appears in 1 contract
Rights, Exculpation, Etc. (a) Neither Agent the Agents nor any of its their respective directors, officers, directors, managers, members, equity owners, employees, attorneys agents or agents employees shall be liable to any Lender for any action lawfully taken or omitted to be taken by it or them hereunder or under any of the other Loan Documents, or in connection herewith with this Agreement, except for its or therewith; provided that the foregoing shall not prevent Agent from being be liable to the extent of its their own gross negligence or willful misconduct as determined by a court of competent jurisdiction on a final and nonappealable basismisconduct. Notwithstanding the foregoing, No Agent shall be obligated on responsible or accountable for the terms set forth herein for performance acts or omissions of its express duties and obligations hereunderany other Agent. None of the Administrative Agent, the Tranche D Agent, the Tranche F Agent, the Bid Agent or the Asia Bid Agent shall not be liable for any apportionment or distribution of payments made by it in good faithfaith pursuant to the terms of this Agreement, and if any such apportionment or distribution is subsequently determined to have been made in error, error the sole recourse of any Lender Person to whom payment was due due, but not made made, shall be to recover from the other Lenders recipients of such payments any payment in excess of the amount to which they are determined to have been entitled. The Agents may rely and act upon notice given by facsimile transmission by the individuals reasonably believed by the Agents to be entitled (and such other Lenders hereby agree promptly those individuals designated to return to such Lender any such erroneous payments received by them). In performing its functions and duties hereunderthe Agents, Agent shall exercise the same care which it would in dealing with loans for its own account. Agent shall not be responsible to any Lender for any recitals, statements, representations or warranties made by Borrower herein or for the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency of this Agreement or any of them, in writing from time to time to possess authority to give such notice, without any requirement of written confirmation thereof, and the Company hereby indemnifies and holds harmless each Agent from and against any and all losses, costs, expenses, damages, claims, actions and other Loan Documents proceedings relating to such reliance, except for losses, costs, expenses, damages, claims, actions and proceedings resulting from acts or omissions constituting gross negligence or willful misconduct on the transactions contemplated therebypart of such Agent. If a written confirmation is delivered to an Agent after reliance on a given notice which differs in any respect from the action taken by such Agent, or for the financial condition records of Borrower. such Agent shall not be required to make any inquiry concerning either the performance or observance of any of the terms, provisions, or conditions of this Agreement or any of the Loan Documents or the financial condition of Borrower, or the existence or possible existence of any Default or Event of Default. Agent may at any time request instructions from Lenders with respect to any actions or approvals which by the terms of this Agreement or of any of the other Loan Documents Agent is permitted or required to take or to grant, and Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from taking any action or withholding any approval under any of the Loan Documents until it shall have received such instructions from the applicable percentage of Lenders. Without limiting the foregoing, no Lender shall have any right of action whatsoever against Agent as a result of Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of the applicable percentage of Lenders and, notwithstanding the instructions of Lenders, Agent shall have no obligation to take any action if it, in good faith, believes that such action exposes Agent or any of its officers, directors, managers, members, equity owners, employees, attorneys or agents to any personal liability unless Agent receives an indemnification satisfactory to it from Lenders with respect to such actiongovern absent manifest error.
Appears in 1 contract
Rights, Exculpation, Etc. Neither Agent nor any of its their respective officers, directors, managers, members, equity owners, employees, attorneys employees or agents shall be liable to any Lender for any action lawfully taken or omitted by them hereunder or under any of the other Loan Documents, or in connection herewith or therewith; provided , except that the foregoing Agent shall not prevent Agent from being be liable to the extent of its own gross negligence or willful misconduct as determined by a final non-appealable order by a court of competent jurisdiction on a final and nonappealable basis. Notwithstanding the foregoing, Agent shall be obligated on the terms set forth herein for performance of its express duties and obligations hereunderjurisdiction. Agent shall not be liable for any apportionment or distribution of payments made by it in good faith, faith and if any such apportionment or distribution is subsequently determined to have been made in error, error the sole recourse of any Lender to whom payment was due but not made made, shall be to recover from the other Lenders any payment in excess of the amount to which they are determined to be entitled (and such other Lenders hereby agree promptly to return to such Lender any such erroneous payments received by them). In no event shall Agent be liable for punitive, special, consequential, incidental, exemplary or other similar damages. In performing its functions and duties hereunder, Agent shall exercise the same care which it would in dealing with loans for its own account. , but neither Agent nor any of its respective agents or representatives shall not be responsible to any Lender for any recitals, statements, representations or warranties made by Borrower herein or for the execution, effectiveness, genuineness, validity, enforceability, collectability collectibility, or sufficiency of this Agreement or any of the other Loan Documents or the transactions contemplated thereby, or for the financial condition of Borrower. Agent shall not be required to make any inquiry concerning either the performance or observance of any of the terms, provisions, provisions or conditions of this Agreement or any of the Loan Documents or the financial condition of Borrower, or the existence or possible existence of any Default or Event of Default. Agent may at any time request instructions from Requisite Lenders or all affected Lenders with respect to any actions or approvals which by the terms of this Agreement or of any of the other Loan Documents Agent is permitted or required to take or to grant. If such instructions are promptly requested, and Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from taking any action or withholding any approval under any of the Loan Documents until it shall have received such instructions from the applicable percentage Requisite Lenders or such other portion of Lendersthe Lenders as shall be prescribed by this Agreement. Without limiting the foregoing, no Lender shall have any right of action whatsoever against Agent as a result of Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of the applicable percentage of Requisite Lenders or all affected Lenders, as applicable; and, notwithstanding the instructions of Requisite Lenders or all affected Lenders, as applicable, Agent shall have no obligation to take any action if itit believes, in good faith, believes that such action is deemed to be illegal by Agent or exposes Agent or any of its officers, directors, managers, members, equity owners, employees, attorneys or agents to any personal liability unless Agent receives an for which it has not received satisfactory indemnification satisfactory to it from Lenders in accordance with respect to such actionSection 8.2(e).
Appears in 1 contract
Samples: Bridge Loan Credit Agreement (First Look Studios Inc)
Rights, Exculpation, Etc. Neither Agent nor Each of Administrative Agent, its respective Affiliates and any of its or its Affiliates' respective officers, directors, managers, members, equity owners, employees, attorneys agents or agents attorneys-in-fact shall not be liable to any Lender for any action lawfully taken or omitted by them hereunder or under any of the other Loan Documents, or in connection herewith or therewith; provided , except that the foregoing each such entity shall not prevent Agent from being be liable with respect to the extent of its own gross negligence or willful misconduct misconduct, as determined by a final, nonappealable judgment by a court of competent jurisdiction on a final and nonappealable basisjurisdiction. Notwithstanding the foregoing, Agent shall be obligated on the terms set forth herein for performance of its express duties and obligations hereunder. Administrative Agent shall not be liable for any apportionment or distribution of payments made by it in good faith, faith and if any such apportionment or distribution is subsequently determined to have been made in error, the sole recourse of any Lender to whom payment was due but not made shall be to recover from the other Lenders any payment in excess of the amount to which they are determined to be entitled (and such other Lenders hereby agree promptly to return to such Lender any such erroneous payments received by them). In performing its functions and duties hereunder, Agent shall exercise the same care which it would in dealing with loans for its own account. Administrative Agent shall not be responsible to any Lender for any recitals, statements, representations or warranties made by Borrower herein or for the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency of this Agreement or any of the other Loan Documents or the transactions contemplated thereby, or for the financial condition of Borrower. Agent shall not be required to make any inquiry concerning either the performance or observance of any of the terms, provisions, or conditions of this Agreement Loan Parties or any of the Loan Documents or the financial condition of Borrower, or the existence or possible existence of any Default or Event of Defaultother Person. Administrative Agent may at any time request instructions from Lenders with respect to any actions or approvals which by the terms of this Agreement or of any of the other Loan Documents Administrative Agent is permitted or required to take or to grant, and if such instructions are promptly requested, Administrative Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from taking any action or withholding any approval under any of the Loan Documents (i) if such action or omission would, in the reasonable opinion of Administrative Agent, violate any Applicable Law or any provision of this Agreement or any other Loan Document, or (ii) until it shall have received such instructions from the applicable percentage Requisite Lenders or all of Lenders, as applicable. Without limiting the foregoing, no Lender shall have any right of action whatsoever against Administrative Agent as a result of Administrative Agent acting or refraining from acting under this Agreement Agreement, the Notes, or any of the other Loan Documents in accordance with the instructions of the applicable percentage of Lenders and, notwithstanding the instructions of Requisite Lenders, Agent shall have no obligation to take any action if itexcept in connection with its own gross negligence or willful misconduct, in good faithas determined by a final, believes that such action exposes Agent or any nonappealable judgment by a court of its officers, directors, managers, members, equity owners, employees, attorneys or agents to any personal liability unless Agent receives an indemnification satisfactory to it from Lenders with respect to such action.competent jurisdiction. Credit Agreement/Shenandoah Telecommunications Company
Appears in 1 contract
Samples: Credit Agreement (Shenandoah Telecommunications Co/Va/)
Rights, Exculpation, Etc. Neither the Collateral Agent nor any of its officers, directors, managers, members, equity owners, employees, attorneys employees or agents shall be liable to any Lender for any action lawfully taken or omitted by it or any of them hereunder under this Agreement or under any of the other Loan Documents, or in connection herewith or therewith; provided , except that (i) the foregoing shall not prevent Agent from being be liable to the extent of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction on a final and nonappealable basis. Notwithstanding the foregoing, Collateral Agent shall be obligated on the terms set forth herein for performance of its express duties obligations under this Agreement; (ii) the Collateral Agent shall not be entitled to exercise any of the powers granted to it under this Agreement or the other Loan Documents in any way inconsistent with its express obligations to the Lenders under this Agreement; and obligations hereunder(iii) no Person shall be relieved of any liability imposed by law for intentional tort. The Collateral Agent shall not be liable for any apportionment or distribution of payments made by it in good faithfaith pursuant to Section 4.5, and if any such apportionment or distribution is subsequently determined to have been made in error, the sole recourse of any Lender to whom payment was due but not made shall be to recover from the other Lenders any payment in excess of the amount to which they are determined to be entitled (and such other Lenders hereby agree promptly to return to such Lender any such erroneous payments received by them)have been entitled. In performing its functions and duties hereunder, Agent shall exercise the same care which it would in dealing with loans for its own account. The Collateral Agent shall not be responsible to any Lender for any recitals, statements, representations or warranties made by Borrower herein contained in this Agreement or for the execution, effectiveness, genuineness, validity, enforceability, collectability collectibility, or sufficiency of this Agreement or any of the other Loan Documents or any of the transactions contemplated thereby, or for the financial condition of Borrowerthe Borrowers. The Collateral Agent shall not be required to make any inquiry in quiry concerning either the performance or observance of any of the terms, provisions, provisions or conditions of this Agreement or any of the other Loan Documents or the financial condition of Borrowerthe Borrowers, or the existence or possible existence of any Default or Event of Default. The Collateral Agent may at any time request instructions from the Lenders or Majority Lenders with respect to any actions or approvals which by the terms of this Agreement or of any of the other Loan Documents the Collateral Agent is permitted or required to take or to grant, and if such instructions are promptly requested, the Collateral Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from taking any action or withholding any approval under any of the Loan Documents until it shall have received such instructions from the applicable percentage of Lenders or Majority Lenders, as applicable. Without limiting the foregoing, no Lender shall have any right of action whatsoever against the Collateral Agent as a result of the Collateral Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of the applicable percentage of Lenders and, notwithstanding the instructions of or Majority Lenders, Agent shall have no obligation to take any action if it, in good faith, believes that such action exposes Agent or any of its officers, directors, managers, members, equity owners, employees, attorneys or agents to any personal liability unless Agent receives an indemnification satisfactory to it from Lenders with respect to such actionas applicable.
Appears in 1 contract
Rights, Exculpation, Etc. Neither None of Administrative Agent, Paying Agent, Collateral Agent nor or any of its respective officers, directors, managers, members, equity owners, employees, attorneys or agents shall be liable to any Lender Note Purchaser or any other Person for any action lawfully taken or omitted by them hereunder or under any of the other Loan Transaction Documents, or in connection herewith or therewith; provided that the foregoing shall not prevent Administrative Agent, Paying Agent or Collateral Agent from being be liable to the extent of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction on a final and nonappealable basis. Notwithstanding the foregoing, each of Administrative Agent, Paying Agent and Collateral Agent shall be obligated on the terms set forth herein for performance of its express duties and obligations hereunder. Administrative Agent shall not be liable for any apportionment or distribution of payments made by it in good faith, and if any such apportionment or distribution is subsequently determined to have been made in error, the sole recourse of any Lender Note Purchaser to whom payment was due but not made shall be to recover from the other Lenders Note Purchasers any payment in excess of the amount to which they are determined to be entitled (and such other Lenders Note Purchasers hereby agree promptly to return to such Lender Note Purchaser any such erroneous payments received by them). In performing its functions and duties hereunder, Administrative Agent shall exercise the same care which it would in dealing with loans for its own account. None of Administrative Agent, Paying Agent or Collateral Agent shall not be responsible to any Lender Note Purchaser for any recitals, statements, representations or warranties made by Borrower Issuer or any other Person herein or for the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency of this Agreement or any of the other Loan Transaction Documents or the transactions contemplated thereby, or for the financial condition of BorrowerIssuer. None of Administrative Agent, Paying Agent or Collateral Agent shall not be required to make any inquiry concerning either the performance or observance of any of the terms, provisions, or conditions of this Agreement or any of the Loan Transaction Documents or the financial condition of BorrowerIssuer or any other Person, or the existence or possible existence of any Early Wind-Down Trigger Event, Default or Event of Default. Administrative Agent, Paying Agent or Collateral Agent may at any time request instructions from Lenders Note Purchasers with respect to any actions or approvals which by the terms of this Agreement or of any of the other Loan Transaction Documents Administrative Agent, Paying Agent or Collateral Agent, as applicable, is permitted or required to take or to grant, and Administrative Agent, Paying Agent and Collateral Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from taking any action or withholding any approval under any of the Loan Transaction Documents until it shall have received such instructions from the applicable percentage of LendersNote Purchasers. Without limiting the foregoing, no Lender Note Purchaser shall have any right of action whatsoever against Administrative Agent, Paying Agent or Collateral Agent as a result of Administrative Agent, Paying Agent or Collateral Agent, as applicable, acting or refraining from acting under this Agreement or any of the other Loan Transaction Documents in accordance with the instructions of the applicable percentage of Lenders Note Purchasers and, notwithstanding the instructions of LendersNote Purchasers, none of Administrative Agent, Paying Agent or Collateral Agent shall have no any obligation to take any action if it, in good faith, believes that such action exposes Administrative Agent, Paying Agent, Collateral Agent or any of its respective officers, directors, managers, members, equity owners, employees, attorneys or agents to any personal liability unless Administrative Agent, Paying Agent or Collateral Agent, as applicable, receives an indemnification satisfactory to it from Lenders Note Purchasers with respect to such action.
Appears in 1 contract
Samples: Note Issuance and Purchase Agreement (Enova International, Inc.)
Rights, Exculpation, Etc. Neither Agent nor any of its officers, directors, managers, members, equity owners, employees, attorneys employees or agents shall be liable to any Lender for any action lawfully taken or omitted by them hereunder or under any of the other Loan Documents, or in connection herewith or therewith; provided , except that the foregoing Agent shall not prevent Agent from being be liable to the extent of its own gross negligence or willful misconduct as determined by a final non-appealable order by a court of competent jurisdiction on a final and nonappealable basis. Notwithstanding the foregoing, Agent shall be obligated on the terms set forth herein for performance of its express duties and obligations hereunderjurisdiction. Agent shall not be liable for any apportionment or distribution of payments made by it in good faith, faith and if any such apportionment or distribution is subsequently determined to have been made in error, error the sole recourse of any Lender to whom payment was due but not made made, shall be to recover from the other Lenders any payment in excess of the amount to which they are determined to be entitled (and such other Lenders hereby agree promptly to return to such Lender any such erroneous payments received by them). In no event shall Agent be liable for punitive, special, consequential, incidental, exemplary or other similar damages. In performing its functions and duties hereunder, Agent shall exercise the same care which it would in dealing with loans for its own account. , but neither Agent nor any of its agents or representatives shall not be responsible to any Lender for any recitals, statements, representations or warranties made by Borrower herein or for the execution, effectiveness, genuineness, validity, enforceability, collectability collectibility, or sufficiency of this Agreement or any of the other Loan Documents or the transactions contemplated thereby, or for the financial condition of Borrowerany Credit Party. Agent shall not be required to make any inquiry concerning either the performance or observance of any of the terms, provisions, provisions or conditions of this Agreement or any of the Loan Documents or the financial condition of Borrowerany Credit Party, or the existence or possible existence of any Default or Event of Default. Agent may at any time request instructions from Requisite Lenders or all affected or such other portion of the Lenders as shall be prescribed by this Agreement shall have the right at any time give instructions to Agent, with respect to any actions or approvals which by the terms of this Agreement or of any of the other Loan Documents Agent is permitted or required to take or to grant. If such instructions are promptly requested by Agent, and Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from taking any action or withholding any approval under any of the Loan Documents until it shall have received such instructions from the applicable percentage Requisite Lenders or such other portion of Lendersthe Lenders as shall be prescribed by this Agreement. Without limiting the foregoing, no Lender shall have any right of action whatsoever against Agent as a result of Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of Requisite Lenders or such other portion of the applicable percentage of Lenders as shall be prescribed by this Agreement, as applicable; and, notwithstanding the instructions of LendersRequisite Lenders or such other portion of the Lenders as shall be prescribed by this Agreement, as applicable, Agent shall have no obligation to take any action if itit believes, in good faith, believes that such action is deemed to be illegal by Agent or exposes Agent or any of its officers, directors, managers, members, equity owners, employees, attorneys or agents to any personal liability unless Agent receives an for which it has not received satisfactory indemnification satisfactory to it from Lenders in accordance with respect to such actionSECTION 8.2(E).
Appears in 1 contract
Samples: Second Lien Credit Agreement (Primedex Health Systems Inc)
Rights, Exculpation, Etc. Neither Agent Agent, any Affiliate of Agent, nor any of its their respective officers, directors, managersemployees, members, equity owners, employeesagents, attorneys or agents consultants, shall be liable to any Lender or Designated Bid Lender for any action lawfully taken or omitted by them hereunder or under any of the other Loan Documents, or in connection herewith or therewith; provided , except that the foregoing Agent shall not prevent Agent from being be liable to the extent of for its own gross negligence or willful misconduct, or willful misconduct as determined by a court of competent jurisdiction on a final and nonappealable basis. Notwithstanding in the foregoing, Agent shall be obligated on the terms set forth herein for performance of its express duties and obligations hereunder. In the absence of gross negligence or willful misconduct, Agent shall not be liable for any apportionment or distribution of payments made by it in good faithfaith pursuant to Section 11.4, and if any such apportionment or distribution is subsequently determined to have been made in error, error the sole recourse of any Lender Person to whom payment was due due, but not made made, shall be to recover from the other Lenders recipients of such payments any payment in excess of the amount to which they are determined to be entitled (and such other Lenders hereby agree promptly to return to such Lender any such erroneous payments received by them). In performing its functions and duties hereunder, Agent shall exercise the same care which it would in dealing with loans for its own accounthave been entitled. Agent shall not be responsible to any Lender or Designated Bid Lender for any recitals, statements, representations or warranties made by Borrower herein or for the execution, effectiveness, genuineness, validity, enforceability, collectability collectibility or sufficiency of this Agreement or any of the other Loan Documents Documents, or any of the transactions contemplated hereby and thereby, ; or for the financial condition of the REIT, Borrower, any UPP Subpartnership or any of their Affiliates. Agent shall not be required to make any inquiry concerning either the performance or observance of any of the terms, provisions, provisions or conditions of this Agreement or any of the Loan Documents or the financial condition of the REIT, Borrower, any UPP Subpartnership or any of their Affiliates, or the existence or possible existence of any Unmatured Event of Default or Event of Default. Agent may at any time request instructions from Lenders with respect to any actions or approvals which by the terms of this Agreement or of any of the other Loan Documents Agent is permitted or required to take or to grant, and Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from taking any action or withholding any approval under any of the Loan Documents until it shall have received such instructions from the applicable percentage of Lenders. Without limiting the foregoing, no Lender shall have any right of action whatsoever against Agent as a result of Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of the applicable percentage of Lenders and, notwithstanding the instructions of Lenders, Agent shall have no obligation to take any action if it, in good faith, believes that such action exposes Agent or any of its officers, directors, managers, members, equity owners, employees, attorneys or agents to any personal liability unless Agent receives an indemnification satisfactory to it from Lenders with respect to such action.
Appears in 1 contract
Rights, Exculpation, Etc. Neither Agent nor Each of Administrative Agent, their respective Affiliates and any of its their or their Affiliates’ respective officers, directors, managers, members, equity owners, employees, attorneys Administrative Agent or agents attorneys-in-fact shall not be liable to any Lender for any action lawfully taken or omitted by them hereunder or under any of the other Loan Documents, or in connection herewith or therewith; provided , except that the foregoing each such entity shall not prevent Agent from being be liable with respect to the extent of its own gross negligence negligence, bad faith or willful misconduct as determined by a court of competent jurisdiction on a final and nonappealable basismisconduct. Notwithstanding the foregoing, No Agent shall be obligated on the terms set forth herein for performance of its express duties and obligations hereunder. Agent shall not be liable for any apportionment or distribution of payments made by it in good faith, faith and if any such apportionment or distribution is subsequently determined to have been made in error, the sole recourse of any Lender to whom payment was due but not made shall be to recover from the other Lenders any payment in excess of the amount to which they are determined to be entitled (and such other Lenders hereby agree promptly to return to such Lender any such erroneous payments received by them). In performing its functions and duties hereunder, Administrative Agent shall exercise the same care which it would in dealing with loans for its own account. , but Administrative Agent shall not be responsible to any Lender for any recitals, statements, representations or warranties made by Borrower herein or for the execution, effectiveness, genuineness, validity, enforceability, collectability collectibility or sufficiency of this Agreement or any of the other Loan Documents or the transactions contemplated thereby, or for the financial condition of Borrower. Agent shall not be required to make any inquiry concerning either the performance or observance of any of the terms, provisions, or conditions of this Agreement or any of the Loan Documents or the financial condition of Borrower, or the existence or possible existence of any Default or Event of Default. Administrative Agent may at any time request instructions from Lenders with respect to any actions or approvals which by the terms of this Agreement or of any of the other Loan Documents Administrative Agent is permitted or required to take or to grant, and if such instructions are promptly requested, Administrative Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from taking any action or withholding any approval under any of the Loan Documents (i) if such action or omission would, in the reasonable opinion of Administrative Agent, violate any Applicable Law or any provision of this Agreement or any other Loan Document, or (ii) until it shall have received such instructions from the applicable percentage Requisite Lenders or all of Lenders, as applicable. Without limiting the foregoing, no Lender shall have any right of action whatsoever against Administrative Agent as a result of Administrative Agent acting or refraining from acting under this Agreement Agreement, the Notes, or any of the other Loan Documents in accordance with the instructions of the applicable percentage of Lenders and, notwithstanding the instructions of Requisite Lenders, Agent shall have no obligation to take any action if itexcept in connection with its own gross negligence, in good faith, believes that such action exposes Agent bad faith or any of its officers, directors, managers, members, equity owners, employees, attorneys or agents to any personal liability unless Agent receives an indemnification satisfactory to it from Lenders with respect to such actionwillful misconduct.
Appears in 1 contract
Rights, Exculpation, Etc. Neither Agent Shareholder Representative ------------------------ nor any of its officers, directors, managers, members, equity owners, employees, attorneys or his agents shall be liable to any Lender Significant PEI Shareholder for any action lawfully taken or omitted by them hereunder or under any of the other Loan DocumentsMerger Agreement, or in connection herewith or therewith; provided , except that the foregoing Shareholder Representative shall not prevent Agent from being be liable to the extent of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction on a final and nonappealable basisjurisdiction. Notwithstanding the foregoing, Agent shall be obligated on the terms set forth herein for performance of its express duties and obligations hereunder. Agent shall not be liable for any apportionment or distribution of payments made by it in good faith, and if any such apportionment or distribution is subsequently determined to have been made in error, the sole recourse of any Lender to whom payment was due but not made shall be to recover from the other Lenders any payment in excess of the amount to which they are determined to be entitled (and such other Lenders hereby agree promptly to return to such Lender any such erroneous payments received by them). In performing its functions and duties hereunder, Agent shall exercise the same care which it would in dealing with loans for its own account. Agent shall not be responsible to any Lender for any recitals, statements, representations or warranties made by Borrower herein or for the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency of this Agreement or any of the other Loan Documents or the transactions contemplated thereby, or for the financial condition of Borrower. Agent shall not be required to make any inquiry concerning either the performance or observance of any of the terms, provisions, or conditions of this Agreement or any of the Loan Documents or the financial condition of Borrower, or the existence or possible existence of any Default or Event of Default. Agent Shareholder Representative may at any time request instructions from Lenders the Significant PEI Shareholders with respect to any actions or approvals which by the terms of this Agreement or of any of the other Loan Documents Agent Agreement, Shareholder Representative is permitted or required to take or to grant, and Agent if such instructions are promptly requested, Shareholder Representative shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person person or entity for refraining from taking any action or withholding any approval under any of the Loan Documents this Agreement until it shall have received such instructions from Requisite Shareholders or all or such other portion of the applicable percentage of LendersSignificant PEI Shareholders as shall be prescribed by this Agreement. Without limiting the foregoing, no Lender Significant PEI Shareholder shall have any right of action whatsoever against Agent Shareholder Representative as a result of Agent Shareholder Representative acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of the applicable percentage of Lenders Requisite Shareholders and, notwithstanding the instructions of LendersRequisite Shareholders, Agent the Shareholder Representative shall have no obligation to take any action if itit believes, in good faith, believes that such action exposes Agent or any of its officers, directors, managers, members, equity owners, employees, attorneys or agents Shareholder Representative to any personal liability unless Agent receives an for which it has not received satisfactory indemnification satisfactory to it from Lenders in accordance with respect to such actionSection 11(d).
Appears in 1 contract
Samples: Option Escrow Agreement (Industrial Data Systems Corp)
Rights, Exculpation, Etc. Neither Agent the Junior Creditor Representative nor any of its officers, directors, managers, members, equity owners, employees, attorneys employees or agents shall be liable to any Lender Holder for any action lawfully taken or omitted by them hereunder or under any of the other Loan DocumentsSubordination Agreement, or in connection herewith or therewith; provided that the foregoing shall not prevent Agent from being be liable to the extent of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction on a final and nonappealable basis. Notwithstanding the foregoing, Agent shall be obligated on the terms set forth herein for performance of its express duties and obligations hereunder. Agent The Junior Creditor Representative shall not be liable for any apportionment or distribution of payments made by it in good faith, faith and if any such apportionment or distribution is subsequently determined to have been made in error, error the sole recourse of any Lender Holder to whom payment was due but not made made, shall be to recover from the other Lenders Holders any payment in excess of the amount to which they are determined to be entitled (and such other Lenders Holders hereby agree promptly to return to such Lender Holder any such erroneous payments received by them). In performing its functions and duties hereunder, Agent the Junior Creditor Representative shall exercise the same care which it would in dealing with loans the Notes for its own account. Agent , but the Junior Creditor Representative shall not be responsible to any Lender Holder for any recitals, statements, representations or warranties made by Borrower herein or for the execution, effectiveness, genuineness, validity, enforceability, collectability collectibility, or sufficiency of this Agreement or any of the other Loan Documents Subordination Agreement or the transactions contemplated thereby, or for the financial condition of Borrowerthe Transaction Parties. Agent The Junior Creditor Representative shall not be required to make any inquiry concerning either the performance or observance of any of the terms, provisions, provisions or conditions of this Agreement or any of the Loan Documents Subordination Agreement or the financial condition of Borrowerthe Transaction Parties, or the existence or possible existence of any Default or Event of Default. Agent The Junior Creditor Representative may at any time request instructions from Lenders the Holders with respect to any actions or approvals which approvals, which, by the terms of this Agreement or of any of the other Loan Documents Agent Subordination Agreement, the Junior Creditor Representative is permitted or required to take or to grant, and Agent and, if such instructions are promptly requested, the Junior Creditor Representative shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from taking any action or withholding any approval under any of this Agreement or the Loan Documents Subordination Agreement until it shall have received such instructions from the applicable percentage Majority Holders or all of LendersHolders, as applicable. Without limiting the foregoing, no Lender Holder shall have any right of action whatsoever against Agent the Junior Creditor Representative as a result of Agent the Junior Creditor Representative acting or refraining from acting under this Agreement. the Notes, or the Subordination Agreement or any of the other Loan Documents in accordance with the instructions of the applicable percentage of Lenders andMajority Holders or if applicable, notwithstanding the instructions of Lenders, Agent shall have no obligation to take any action if it, in good faith, believes that such action exposes Agent or any of its officers, directors, managers, members, equity owners, employees, attorneys or agents to any personal liability unless Agent receives an indemnification satisfactory to it from Lenders with respect to such actionall Holders.
Appears in 1 contract
Samples: Senior Subordinated Loan Agreement (GTCR Fund Vii Lp)
Rights, Exculpation, Etc. Neither Agent nor any of its officers, directors, managers, members, equity owners, employees, attorneys employees or agents shall be liable to any Lender for any action lawfully taken or omitted by them hereunder or under any of the other Loan Documents, or in connection herewith or therewith; provided , except that the foregoing Agent shall not prevent Agent from being be liable with respect to the extent of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction on a final and nonappealable basis. Notwithstanding the foregoing, Agent shall be obligated on the terms set forth herein for performance of its express duties and obligations hereundermisconduct. Agent shall not be liable for any apportionment or distribution of payments made by it in good faith, faith and if any such apportionment or distribution is subsequently determined to have been made in error, error the sole recourse of any Lender to whom payment was due but not made made, shall be to recover from the other Lenders any payment in excess of the amount to which they are determined to be entitled (and such other Lenders hereby agree promptly to return to such Lender any such erroneous payments received by them). In performing its functions and duties hereunder, Agent shall exercise the same care which it would in dealing with loans for its own account. , but Agent shall not be responsible to any Lender for any recitals, statements, representations or warranties made by Borrower herein or for the execution, effectiveness, genuineness, validity, enforceability, collectability collectibility, or sufficiency of this Agreement or any of the other Loan Documents or the transactions contemplated thereby, or for the financial condition of Borrower. Agent shall not be required to make any inquiry concerning either the performance or observance of any of the terms, provisions, provisions or conditions of this Agreement or any of the Loan Documents or the financial condition of Borrower, or the existence or possible existence of any Default or Event of Default. Agent may at any time request instructions from Lenders with respect to any actions or approvals which by the terms of this Agreement or of any of the other Loan Documents Agent is permitted or required to take or to grant, and if such instructions are promptly requested, Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from taking any action or withholding any approval under any of the Loan Documents until it shall have received such instructions from Requisite Lenders or all of the applicable percentage of Lenders, as applicable. Without limiting the foregoing, no Lender shall have any right of action whatsoever against Agent as a result of Agent acting or refraining from acting under this Agreement Agreement, the Notes, or any of the other Loan Documents in accordance with the instructions of the applicable percentage of Lenders and, notwithstanding the instructions of Requisite Lenders, Agent shall have no obligation to take any action if it, in good faith, believes that such action exposes Agent or any of its officers, directors, managers, members, equity owners, employees, attorneys or agents to any personal liability unless Agent receives an indemnification satisfactory to it from Lenders with respect to such action.
Appears in 1 contract
Samples: Receivables Loan and Security Agreement (Silverleaf Resorts Inc)
Rights, Exculpation, Etc. Neither Agent nor any of its officers, directors, managers, members, equity owners, employees, attorneys employees or agents shall be liable to any Lender for any action lawfully taken or omitted by them hereunder or under any of the other Loan Documents, or in connection herewith or therewith; provided , except that the foregoing shall not prevent Agent from being be liable to the extent of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction on a final and nonappealable basis. Notwithstanding the foregoing, Agent shall be obligated on the terms set forth herein for performance of its express duties and obligations hereunder, and except that Agent shall be liable with respect to its own gross negligence or willful misconduct. Agent shall not be liable for any apportionment or distribution of payments made by it in good faith, faith and if any such apportionment or distribution is subsequently determined to have been made in error, error the sole recourse of any Lender to whom payment was due but not made made, shall be to recover from the other Lenders any payment in excess of the amount to which they are determined to be entitled (and such other Lenders hereby agree promptly to return to such Lender any such erroneous payments received by them). In performing its functions and duties hereunder, Agent shall exercise the same care which it would in dealing with loans for its own account. , but Agent shall not be responsible to any Lender for any recitals, statements, representations or warranties made by Borrower herein or for the execution, effectiveness, genuineness, validity, enforceability, collectability collectability, or sufficiency of this Agreement or any of the other Loan Documents or the transactions contemplated thereby, or for the financial condition of Borrowerany Loan Party. Agent shall not be required to make any inquiry concerning either the performance or observance of any of the terms, provisions, provisions or conditions of this Agreement or any of the Loan Documents or the financial condition of Borrowerany Loan Party, or the existence or possible existence of any Default or Event of Default. Agent may at any time request instructions from Lenders with respect to any actions or approvals which by the terms of this Agreement or of any of the other Loan Documents Agent is permitted or required to take or to grant, and Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from taking any action or withholding any approval under any of the Loan Documents until it shall have received such instructions from the applicable percentage of the Lenders. Without limiting the foregoing, no Lender shall have any right of action whatsoever against Agent as a result of Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of the applicable percentage of the Lenders and, and notwithstanding the instructions of Lenders, Agent shall have no obligation to take any action if it, in good faith, faith believes that such action exposes Agent or any of its officers, directors, managers, members, equity owners, employees, attorneys or agents to any personal liability unless Agent receives an indemnification satisfactory to it from Lenders with respect to such actionliability.
Appears in 1 contract
Samples: Loan and Security Agreement (Uniforce Temporary Personnel Inc)
Rights, Exculpation, Etc. Neither the Collateral Agent nor any of its officers, directors, managers, members, equity owners, employees, attorneys employees or agents shall be liable to any Lender Holder for any action lawfully taken or omitted by them hereunder it or under any of them under this Agreement, the Security Documents or other Loan DocumentsFinancing Agreements, or in connection herewith or therewith; provided that the foregoing shall not prevent Agent from being be liable to the extent of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction on a final and nonappealable basis. Notwithstanding the foregoing, Agent shall be obligated on the terms set forth herein for performance of its express duties and obligations hereunder. The Collateral Agent shall not be liable for any apportionment or distribution of payments made by it in good faithfaith pursuant to this Agreement, (provided, that the Collateral Agent shall be liable to the Holders to correct any such ministerial error on any settlement following its obtaining knowledge of such error), and if any such apportionment or distribution is subsequently determined to have been made in error, the sole recourse of any Lender Holder to whom payment was due but not made shall be to recover from the other Lenders Holders any payment in excess of the amount to which they are it is determined to be entitled (and such other Lenders hereby agree promptly to return to such Lender any such erroneous payments received by them)have been entitled. In performing its functions and duties hereunder, Agent shall exercise the same care which it would in dealing with loans for its own account. The Collateral Agent shall not be responsible to any Lender Holder for any recitals, statements, representations or warranties contained in this Agreement, the Security Documents, any other Financing Agreements or any Financial Statements, or made by Borrower herein the Company or any of its Subsidiaries in connection with appraisals performed prior to or following the Closing Date with respect to the equipment, real estate or other assets, or for the execution, effectiveness, genuineness, validity, enforceability, collectability collectibility, or sufficiency of this Agreement Agreement, the Security Documents or any of the other Loan Documents Financing Agreements or any of the transactions contemplated thereby, or for the financial condition of Borrowerthe Company. The Collateral Agent shall not be required to make any inquiry concerning either the performance or observance of any of the terms, provisions, provisions or conditions of this Agreement Agreement, the Security Documents or any of the Loan Documents other Financing Agreements or the financial condition of Borrowerthe Company, or the existence or possible existence of any Default or Event of Default. The Collateral Agent may at any time request instructions from Lenders the Majority Holders with respect to any actions or approvals which by the terms of this Agreement Agreement, the Security Documents or of any of the other Loan Documents Financing Agreements the Collateral Agent is permitted or required to take or to grant, and the Collateral Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from taking any action or withholding any approval under any of the Loan Security Documents or other Financing Agreements until it shall have received such instructions from the applicable percentage of LendersMajority Holders. Without limiting the foregoing, no Lender Holder shall have any right of action whatsoever against the Collateral Agent as a result of the Collateral Agent acting or refraining from acting under this Agreement Agreement, the Security Documents or any of the other Loan Documents Financing Agreements in accordance with the instructions of the applicable percentage of Lenders and, notwithstanding the instructions of Lenders, Agent shall have no obligation to take any action if it, in good faith, believes that such action exposes Agent or any of its officers, directors, managers, members, equity owners, employees, attorneys or agents to any personal liability unless Agent receives an indemnification satisfactory to it from Lenders with respect to such actionMajority Holders.
Appears in 1 contract
Samples: Securities Purchase and Loan Agreement (National Investment Managers Inc.)
Rights, Exculpation, Etc. Neither Agent Agent, any Affiliate of Agent, nor any of its their respective officers, directors, managersemployees, members, equity owners, employeesagents, attorneys or agents consultants, shall be liable to any Lender for any action lawfully taken or omitted by them hereunder or under any of the other Loan Documents, or in connection herewith or therewith; provided , except that the foregoing Agent shall not prevent Agent from being be liable to the extent of for its own gross negligence or willful misconduct as determined by a court of competent jurisdiction on a final and nonappealable basis. Notwithstanding in the foregoing, Agent shall be obligated on the terms set forth herein for performance of its express duties and obligations hereunder. In the absence of gross negligence, Agent shall not be liable for any apportionment or distribution of payments made by it in good faithfaith pursuant to Section 2.11, and if any such apportionment or distribution is subsequently determined to have been made in error, error the sole recourse of any Lender Person to whom payment was due due, but not made made, shall be to recover from the other Lenders recipients of such payments any payment in excess of the amount to which they are determined to be entitled (and such other Lenders hereby agree promptly to return to such Lender any such erroneous payments received by them). In performing its functions and duties hereunder, Agent shall exercise the same care which it would in dealing with loans for its own accounthave been entitled. Agent shall not be responsible to any Lender for any recitals, statements, representations or warranties made by Borrower herein or for the execution, effectiveness, genuineness, validity, enforceability, collectability collectibility or sufficiency of this Agreement Agreement, the Notes or any of the other Loan Documents Documents, or any of the transactions contemplated hereby and thereby, ; or for the financial condition of Borrowerany Borrower or Guarantor or any of its Subsidiaries or Affiliates. Agent shall not be required to make any inquiry concerning either the performance or observance of any of the terms, provisions, provisions or conditions of this Agreement or any of the Loan Documents or the financial condition of Borrowerany Borrower or Guarantor or any of its Subsidiaries or Affiliates, or the existence or possible existence of any Default or Event of Default. Agent may at any time request instructions from Lenders with respect to any actions or approvals which which, by the terms of this Agreement or of any of the other Loan Documents Documents, Agent is permitted or required to take or to grantgrant without instructions from any Lenders, and if such instructions are promptly requested, Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from taking any action or withholding any approval under any of the Loan Documents until it shall have received such instructions from the applicable percentage of Requisite Lenders or, where applicable, all Lenders. Without limiting the foregoing, no Lender shall have any right of action whatsoever against Agent as a result of Agent acting or refraining from acting under this Agreement Agreement, the Notes or any of the other Loan Documents in accordance with the instructions of the applicable percentage of Requisite Lenders andor, notwithstanding the instructions of where applicable, all Lenders, . Agent shall promptly notify each Lender at any time that the Requisite Lenders have no obligation instructed Agent to take any action if it, in good faith, believes that such action exposes Agent act or any of its officers, directors, managers, members, equity owners, employees, attorneys or agents to any personal liability unless Agent receives an indemnification satisfactory to it refrain from Lenders with respect to such actionacting pursuant hereto.
Appears in 1 contract
Samples: Unsecured Revolving Credit Agreement (Lexington Corporate Properties Trust)
Rights, Exculpation, Etc. Neither Administrative Agent nor any of its officers, directors, managers, members, equity owners, employees, attorneys or agents shall be liable to any Lender for any action lawfully taken or omitted by them hereunder or under any of the other Loan Transaction Documents, or in connection herewith or therewith; provided provided, that the foregoing shall not prevent Administrative Agent from being be liable to the extent of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction on a final and nonappealable basis. Notwithstanding the foregoing, Agent shall be obligated on the terms set forth herein for performance of its express duties and obligations hereunder. Administrative Agent shall not be liable for any apportionment or distribution of payments made by it in good faith, and if any such apportionment or distribution is subsequently determined to have been made in error, the sole recourse of any Lender to whom payment was due but not made shall be to recover from the other Lenders any payment in excess of the amount to which they are determined to be entitled (and such other Lenders hereby agree promptly to return to such Lender any such erroneous payments received by them). In performing its functions and duties hereunder, Agent shall exercise the same care which it would in dealing with loans for its own account. Administrative Agent shall not be responsible for, or have any duty to any Lender for ascertain or inquire into, (i) any recitals, statements, representations or warranties made by Borrower herein or for any Loan Party herein, (ii) the execution, effectiveness, genuineness, validity, Uniti – Bridge Loan and Security Agreement enforceability, collectability or sufficiency of this Agreement or any of the other Loan Transaction Documents or the transactions contemplated thereby, or for the financial condition of Borrower. Agent shall not be required to make any inquiry concerning either Loan Party, (iii) the performance or observance of any of the terms, provisions, or conditions of this Agreement or any of the Loan Documents or Transaction Documents, (iv) the financial condition of Borrowerany Loan Party, or (v) the existence or possible existence of any Default or Event of Default. Agent may at , (vi) the creation, validity, priority or perfection of any time request instructions from Lenders with respect Lien securing or purporting to any actions secure the Obligations or approvals which by the terms of this Agreement existence, value or sufficiency of any of the Collateral or (vii) the satisfaction of any condition set forth in Article IV or elsewhere herein or in any other Loan Documents Agent is permitted or Transaction Document, other than to confirm receipt of items expressly required to take or be delivered to grant, and the Administrative Agent. The Administrative Agent shall be absolutely entitled fully justified in failing or refusing to refrain from taking take any action or to withhold any approval and shall not be under any Transaction Document unless it shall first receive such advice or concurrence of the Requisite Lenders (or such other number of Lenders as may be expressly required hereby) as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability whatsoever and expense which may be incurred by it by reason of taking or continuing to take any Person for such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from taking acting, under this Agreement or any other Transaction Document in accordance with a request or consent of the Requisite Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) and such request and any action taken or withholding any approval under any of failure to act pursuant thereto shall be binding upon all the Loan Documents until it shall have received such instructions from the applicable percentage of Lenders. Without limiting the foregoing, no Lender or Loan Party shall have any right of action whatsoever against Administrative Agent as a result of Administrative Agent acting or refraining from acting under this Agreement or any of the other Loan Transaction Documents in accordance with the instructions of the applicable percentage of Lenders and, notwithstanding the instructions of LendersLxxxxxx, Administrative Agent shall have no obligation to take any action if it, in good faiththe opinion of the Administrative Agent or its counsel, is contrary to any Transaction Document, or applicable Law, or if it believes that such action exposes Administrative Agent or any of its officers, directors, managers, members, equity owners, employees, attorneys or agents to any personal liability unless Administrative Agent receives an indemnification satisfactory to it from Lenders with respect to such action. The Administrative 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 Transaction Documents that the Administrative Agent is required to exercise as directed in writing by the Requisite Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Transaction Documents); provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Transaction Document or applicable law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law. The Administrative Agent shall not be liable for any failure or delay in the performance of its obligations under this Agreement or any related documents because of circumstances beyond the Administrative Agent’s control, including, but not limited to, a failure, termination, or suspension of a clearing house, securities depositary, settlement system or central payment system in any applicable part of the world or acts of God, flood, war (whether declared or undeclared), civil or military disturbances or hostilities, nuclear or natural catastrophes, political unrest, explosion, severe weather or accident, earthquake, terrorism, fire, riot, labor disturbances, strikes Uniti – Bridge Loan and Security Agreement or work stoppages for any reason, embargo, government action, including any laws, ordinances, regulations or the like (whether domestic, federal, state, county or municipal or foreign) which delay, restrict or prohibit the providing of the services contemplated by this Agreement or any related documents, or the unavailability of communications or computer facilities, the failure of equipment or interruption of communications or computer facilities, or the unavailability of the Federal Reserve Bank wire or telex or other wire or communication facility, or any other causes beyond the Administrative Agent’s control whether or not of the same class or kind as specified above. The Administrative Agent shall not be obligated to calculate or confirm the calculations of any financial covenants set forth herein or the other Transaction Documents or in any of the financial statements of the Loan Parties. Nothing in this Agreement or any other Transaction Document shall require the Administrative Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties or in the exercise of any of its rights or powers under the Transaction Documents. The Administrative Agent shall have no obligation for (a) perfecting, maintaining, monitoring, preserving or protecting the security interest or Lien granted under this Agreement, any other Transaction Document, or any agreement or instrument contemplated hereby or thereby; (b) the filing, re-filing, recording, re-recording, or continuing of any document, financing statement, mortgage, assignment, notice, instrument of further assurance, or other instrument in any public office at any time or times; or (c) providing, maintaining, monitoring, or preserving insurance on or the payment of taxes with respect to any Collateral. The Administrative Agent shall not be responsible or have any liability for, or have any duty to ascertain, inquire into, monitor or enforce, compliance with the provisions hereof relating to Competitors. Without limiting the generality of the foregoing, Administrative Agent shall not (x) be obligated to ascertain, monitor or inquire as to whether any Lender or Participant or prospective Lender or Participant is a Competitor or (y) have any liability with respect to or arising out of any assignment or participation of Term Loans or Commitments, or disclosure of confidential information, to any Competitors. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default and/or Event of Default, unless the Administrative Agent shall have received written notice from a Lender or the Borrower referring to this Agreement, describing such Default or Event of Default and stating that such notice is a “notice of default.” The Administrative Agent shall not be required to provide any direction or instruction under any Account Control Agreement or securities account control agreement to which it is a party, unless the Administrative Agent has received a direction from the Requisite Lenders directing it to provide such direction or instruction.
Appears in 1 contract
Samples: Bridge Loan and Security Agreement (Uniti Group Inc.)
Rights, Exculpation, Etc. Neither Agent Agent, any Affiliate of Agent, nor any of its their respective officers, directors, managersemployees, members, equity owners, employeesagents, attorneys or agents consultants, shall be liable to any Lender for any action lawfully taken or omitted by them hereunder or under any of the other Loan Documents, or in connection herewith or therewith; provided , except that the foregoing Agent shall not prevent Agent from being be liable to the extent of for its own gross negligence or willful misconduct as determined by a court of competent jurisdiction on a final and nonappealable basis. Notwithstanding in the foregoing, Agent shall be obligated on the terms set forth herein for performance of its express duties and obligations hereunder. In the absence of gross negligence or willful misconduct, Agent shall not be liable for any apportionment or distribution of payments made by it in good faith, and if any such apportionment or distribution is subsequently determined faith pursuant to have been made in error, the sole recourse of any Lender to whom payment was due but not made shall be to recover from the other Lenders any payment in excess of the amount to which they are determined to be entitled (and such other Lenders hereby agree promptly to return to such Lender any such erroneous payments received by them). In performing its functions and duties hereunder, Agent shall exercise the same care which it would in dealing with loans for its own accountSection 11.04. Agent shall not be responsible to any Lender for any recitals, statements, representations or warranties made by Borrower herein or for the execution, effectiveness, genuineness, validity, enforceability, collectability collectibility or sufficiency of this Agreement Agreement, or any of the other Loan Documents Documents, or any of the transactions contemplated hereby and thereby, ; or for the financial condition of the REIT, Borrower, any Subsidiary, any Investment Affiliate, or any Agreement Party. Agent shall not be required to make any inquiry concerning either the performance or observance of any of the terms, provisions, provisions or conditions of this Agreement or any of the Loan Documents or the financial condition of the REIT, Borrower, any Subsidiary, any Investment Affiliate, or any Agreement Party, or the existence or possible existence of any Unmatured Event of Default or Event of Default. Agent may at any time request instructions from Lenders with respect to any actions or approvals which which, by the terms of this Agreement or of any of the other Loan Documents Documents, Agent is permitted or required to take or to grantgrant without instructions from any Lenders, and if such instructions are promptly requested, Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from taking any action or withholding any approval under any of the Loan Documents until it shall have received such instructions from the applicable percentage of Requisite Lenders. Without limiting the foregoing, no Lender shall have any right of action whatsoever against Agent as a result of Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of the applicable percentage of Requisite Lenders andor, notwithstanding the instructions of where applicable, all Lenders, . Agent shall promptly notify each Lender at any time that the Requisite Lenders have no obligation instructed Agent to take any action if it, in good faith, believes that such action exposes Agent act or any of its officers, directors, managers, members, equity owners, employees, attorneys or agents to any personal liability unless Agent receives an indemnification satisfactory to it refrain from Lenders with respect to such actionacting pursuant hereto.
Appears in 1 contract
Rights, Exculpation, Etc. Neither Agent nor any of its officers, directors, managers, members, equity owners, employees, attorneys employees or agents shall be liable to any Lender for any action lawfully taken or omitted by them hereunder or under any of the other Loan Documents, or in connection herewith or therewith; provided , except that the foregoing shall not prevent Agent from being be liable to the extent of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction on a final and nonappealable basis. Notwithstanding the foregoing, Agent shall be obligated on the terms set forth herein for performance of its express duties and obligations hereunder, and except that Agent shall be liable with respect to its own gross negligence or willful misconduct. Agent shall not be liable for any apportionment or distribution of payments made by it in good faith, faith and if any such apportionment or distribution is subsequently determined to have been made in error, error the sole recourse of any Lender to whom payment was due but not made made, shall be to recover from the other Lenders any payment in excess of the amount to which they are determined to be entitled (and such other Lenders hereby agree promptly to return to such Lender any such erroneous payments received by them). In performing its functions and duties hereunder, Agent shall exercise the same care which it would in dealing with loans for its own account. , but Agent shall not be responsible to any Lender for any recitals, statements, representations or warranties made by Borrower herein or for the execution, effectiveness, genuineness, validity, enforceability, collectability collectability, or sufficiency of this Agreement or any of the other Loan Documents or the transactions contemplated thereby, or for the financial condition of Borrower. Agent shall not be required to make any inquiry concerning either the performance or observance of any of the terms, provisions, provisions or conditions of this Agreement or any of the Loan Documents or the financial condition of Borrower, or the existence or possible existence of any Default or Event of Default. Agent may at any time request instructions from Lenders with respect to any actions or approvals which by the terms of this Agreement or of any of the other Loan Documents Agent is permitted or required to take or to grant, and Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from taking any action or withholding any approval under any of the Loan Documents until it shall have received such instructions from the applicable percentage of the Lenders. Without limiting the foregoing, no Lender shall have any right of action whatsoever against Agent as a result of Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of the applicable percentage of the Lenders and, and notwithstanding the instructions of Lenders, Agent shall have no obligation to take any action if it, in good faith, faith believes that such action exposes Agent or any of its officers, directors, managers, members, equity owners, employees, attorneys or agents to any personal liability unless Agent receives an indemnification satisfactory to it from Lenders with respect to such actionliability.
Appears in 1 contract
Samples: Loan and Security Agreement (Continental Information Systems Corp)
Rights, Exculpation, Etc. Neither Agent nor any of its officers, directors, managers, members, equity owners, employees, attorneys employees or agents shall be liable to any Lender for any action lawfully taken or omitted by them hereunder or under any of the other Loan Documents, or in connection herewith or therewith; provided , except that the foregoing Agent shall not prevent Agent from being be liable to the extent of its own gross negligence or willful misconduct as determined by a final non-appealable order by a court of competent jurisdiction on a final and nonappealable basis. Notwithstanding the foregoing, Agent shall be obligated on the terms set forth herein for performance of its express duties and obligations hereunderjurisdiction. Agent shall not be liable for any apportionment or distribution of payments made by it in good faith, faith and if any such apportionment or distribution is subsequently determined to have been made in error, error the sole recourse of any Lender to whom payment was due but not made made, shall be to recover from the other Lenders any payment in excess of the amount to which they are determined to be entitled (and such other Lenders hereby agree promptly to return to such Lender any such erroneous payments received by them). In no event shall Agent be liable for punitive, special, consequential, incidental, exemplary or other similar damages. In performing its functions and duties hereunder, Agent shall exercise the same care which it would in dealing with loans for its own account. , but neither Agent nor any of its agents or representatives shall not be responsible to any Lender for any recitals, statements, representations or warranties made by Borrower herein or for the execution, effectiveness, genuineness, validity, enforceability, collectability collectibility, or sufficiency of this Agreement or any of the other Loan Documents or the transactions contemplated thereby, or for the financial condition of Borrowerany Credit Party. Agent shall not be required to make any inquiry concerning either the performance or observance of any of the terms, provisions, provisions or conditions of this Agreement or any of the Loan Documents or the financial condition of Borrowerany Credit Party, or the existence or possible existence of any Default or Event of Default. Agent may at any time request instructions from Requisite Lenders, Requisite Revolving Lenders, Supermajority Revolving Lenders or all affected Lenders with respect to any actions or approvals approvals, which by the terms of this Agreement or of any of the other Loan Documents Documents, Agent is permitted or required to take or to grant. If such instructions are promptly requested, and Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from taking any action or withholding any approval under any of the Loan Documents until it shall have received such instructions from the applicable percentage Requisite Lenders, Requisite Revolving Lenders, Supermajority Revolving Lenders or such other portion of Lendersthe Lenders as shall be prescribed by this Agreement. Without limiting the foregoing, no Lender shall have any right of action whatsoever against Agent as a result of Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of the applicable percentage of Requisite Lenders, Requisite Revolving Lenders, Supermajority Revolving Lenders or all affected Lenders, as applicable; and, notwithstanding the instructions of Requisite Lenders, Requisite Revolving Lenders, Supermajority Revolving Lenders or all affected Lenders, as applicable, Agent shall have no obligation to take any action if itit believes, in good faith, believes that such action is deemed to be illegal by Agent or exposes Agent or any of its officers, directors, managers, members, equity owners, employees, attorneys or agents to any personal liability unless Agent receives an for which it has not received satisfactory indemnification satisfactory to it from Lenders in accordance with respect to such actionSection 8.2(e).
Appears in 1 contract
Rights, Exculpation, Etc. Neither Agent, Funding Agent nor ------------------------ Collateral Agent, nor any of its their respective officers, directors, managersemployees or agents, members, equity owners, employees, attorneys or agents shall be liable to any Lender for any action lawfully taken or omitted by them hereunder or under any of the other Loan Documents, or in connection herewith or therewith; provided , except that the foregoing shall not prevent each of Agent, Funding Agent from being be liable to the extent of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction on a final and nonappealable basis. Notwithstanding the foregoing, Collateral Agent shall be obligated on the terms set forth herein for performance of its their respective express duties obligations hereunder and obligations hereunder. under the other Loan Documents, and except that each of Agent, Funding Agent and Collateral Agent shall not be liable with respect to its own gross negligence or willful misconduct. Neither Agent, Funding Agent nor Collateral Agent shall be liable for any apportionment or distribution of payments made by it in good faith, faith and if any such apportionment or distribution is subsequently determined to have been made in error, the sole recourse of any Lender to whom payment was due but not made made, shall be to recover from the other Lenders any payment in excess of the amount to which they are determined to be entitled (and such other Lenders hereby agree promptly to return to such Lender any such erroneous payments received by them). In performing its functions and duties hereunder, each of Agent, Funding Agent and Collateral Agent shall exercise the same care which it would in dealing with loans for its own account. , but neither Agent, Funding Agent nor Collateral Agent shall not be responsible to any Lender for any recitals, statements, representations or warranties made by Borrower herein or for the execution, effectiveness, genuineness, validity, enforceability, collectability collectibility, or sufficiency of this Agreement or any of the other Loan Documents or the transactions contemplated thereby, or for the financial condition of Borrowerany Loan Party. Neither Agent, Funding Agent nor Collateral Agent shall not be required to make any inquiry concerning either the performance or observance of any of the terms, provisions, provisions or conditions of this Agreement or any of the Loan Documents or the financial condition of Borrowerany Loan Party, or the existence or possible existence of any Default or Event of Default. Agent may and, with the prior approval of Agent, each of Funding Agent and Collateral Agent may, at any time request instructions from Lenders with respect to any actions or approvals which by the terms of this Agreement or of any of the other Loan Documents Agent, Funding Agent or Collateral Agent, as applicable, is permitted or required to take or to grant, and each of Agent, Funding Agent and Collateral Agent, as applicable, shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from taking any action or withholding any approval under any of the Loan Documents until it shall have received such instructions from the applicable percentage of the Lenders. Without limiting the foregoing, no Lender shall have any right of action whatsoever against any of Agent, Funding Agent or Collateral Agent as a result of Agent, Funding Agent or Collateral Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of the applicable percentage of the Lenders and, and notwithstanding the instructions of Lenders, none of Agent, Funding Agent or Collateral Agent shall have no any obligation to take any action if it, in good faith, believes that such action exposes Agent or any of its officers, directors, managers, members, equity owners, employees, attorneys or agents it to any personal liability unless Agent receives an indemnification satisfactory to it from Lenders with respect to such actionliability.
Appears in 1 contract
Samples: Loan and Security Agreement (Hawker Pacific Aerospace)
Rights, Exculpation, Etc. Neither any Agent nor any of its officers, directors, managers, members, equity owners, employees, attorneys employees or agents shall be liable to any Lender for any action lawfully taken or omitted by them hereunder or under any of the other Loan Documents, or in connection herewith or therewith; provided , except that the foregoing shall not prevent Agent from being be liable to the extent of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction on a final and nonappealable basis. Notwithstanding the foregoing, each Agent shall be obligated on the terms set forth herein for performance of its express duties and obligations hereunder. , and except that each Agent shall not be liable with respect to its own gross negligence or willful misconduct. No Agent shall be liable for any apportionment or distribution of payments made by it in good faith, faith and if any such apportionment or distribution is subsequently determined to have been made in error, error the sole recourse of any Lender to whom payment was due but not made made, shall be to recover from the other Lenders any payment in excess of the amount to which they are determined to be entitled (and such other Lenders hereby agree promptly to return to such Lender any such erroneous payments received by them). In performing its functions and duties hereunder, each Agent shall exercise the same care which it would in dealing with loans for its own account. , but no Agent shall not be responsible to any Lender for any recitals, statements, representations or warranties made by Borrower herein or for the execution, effectiveness, genuineness, validity, enforceability, collectability collectibility, or sufficiency of this Agreement or any of the other Loan Documents or the transactions contemplated thereby, or for the financial condition of Borrowerany Loan Party. No Agent shall not be required to make any inquiry concerning either the performance or observance of any of the terms, provisions, provisions or conditions of this Agreement or any of the Loan Documents or the financial condition of Borrowerany Loan Party, or the existence or possible existence of any Default or Event of Default. Any Agent may at any time request instructions from Lenders with respect to any actions or approvals which by the terms of this Agreement or of any of the other Loan Documents such Agent is permitted or required to take or to grant, and each Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from taking any action or withholding any approval under any of the Loan Documents until it shall have received such instructions from the applicable percentage of Lenders. Without limiting the foregoing, no Lender shall have any right of action whatsoever against any Agent as a result of such Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of the applicable percentage of Lenders and, and notwithstanding the instructions of Lenders, no Agent shall have no any obligation to take any action if it, in good faith, faith believes that such action exposes such Agent or any of its officers, directors, managers, members, equity owners, employees, attorneys or agents to any personal liability unless Agent receives an indemnification satisfactory to it from Lenders with respect to such actionliability.
Appears in 1 contract
Samples: Loan and Security Agreement (Comforce Operating Co)
Rights, Exculpation, Etc. Neither Agent Agents nor any of its their officers, directors, managers, members, equity owners, employees, attorneys employees or agents shall be liable to any Lender for any action lawfully taken or omitted by them hereunder or under any of the other Loan Documents, or in connection herewith or therewith; provided , except that the foregoing Agents shall not prevent Agent from being be liable to the extent of its their own gross negligence or willful misconduct as determined by a final non-appealable order by a court of competent jurisdiction on a final and nonappealable basisjurisdiction. Notwithstanding the foregoing, Agent shall be obligated on the terms set forth herein for performance of its express duties and obligations hereunder. Agent Agents shall not be liable for any apportionment or distribution of payments made by it in good faith, faith and if any such apportionment or distribution is subsequently determined to have been made in error, error the sole recourse of any Lender to whom payment was due but not made made, shall be to recover from the other Lenders any payment in excess of the amount to which they are determined to be entitled (and such other Lenders hereby agree promptly to return to such Lender any such erroneous payments received by them). In no event shall Agents be liable for punitive, special, consequential, incidental, exemplary or other similar damages. In performing its their functions and duties hereunder, Agent Agents shall exercise the same care which it they would in dealing with loans for its their own account. Agent accounts, but neither Agents nor any of their agents or representatives shall not be responsible to any Lender for any recitals, statements, representations or warranties made by Borrower herein or for the execution, effectiveness, genuineness, validity, enforceability, collectability collectibility, or sufficiency of this Agreement or any of the other Loan Documents or the transactions contemplated thereby, or for the financial condition of Borrowerany Credit Party. Agent Agents shall not be required to make any inquiry concerning either the performance or observance of any of the terms, provisions, provisions or conditions of this Agreement or any of the Loan Documents or the financial condition of Borrowerany Credit Party, or the existence or possible existence of any Default or Event of Default. Agent Agents may at any time request instructions from Requisite Lenders, Requisite Revolving Lenders, Supermajority Revolving Lenders or all affected Lenders with respect to any actions or approvals which by the terms of this Agreement or of any of the other Loan Documents Agent is they are permitted or required to take or to grant. If such instructions are promptly requested, and Agent Agents shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from taking any action or withholding any approval under any of the Loan Documents until it they shall have received such instructions from the applicable percentage Requisite Lenders, Requisite Revolving Lenders, Supermajority Revolving Lenders or such other portion of Lendersthe Lenders as shall be prescribed by this Agreement. Without limiting the foregoing, no Lender shall have any right of action whatsoever against Agent Agents as a result of Agent Agents acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of the applicable percentage of Requisite Lenders, Requisite Revolving Lenders, Supermajority Revolving Lenders or all affected Lenders, as applicable; and, notwithstanding the instructions of Requisite Lenders, Agent Requisite Revolving Lenders, Supermajority Revolving Lenders or all affected Lenders, as applicable, Agents shall have no obligation to take any action if itthey believe, in good faith, believes that such action is deemed to be illegal by Agents or exposes Agent or any of its officers, directors, managers, members, equity owners, employees, attorneys or agents Agents to any personal liability unless Agent receives an indemnification for which they have not received satisfactory to it from Lenders with respect to such actionindemnification.
Appears in 1 contract
Samples: Credit Agreement (Uap Holding Corp)
Rights, Exculpation, Etc. Neither Agent nor any of its officers, directors, managers, members, equity owners, employees, attorneys employees or agents shall be liable to any Lender for any action lawfully taken or omitted by them hereunder or under any of the other Loan Documents, or in connection herewith or therewith; provided , except that the foregoing shall not prevent Agent from being be liable to the extent of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction on a final and nonappealable basis. Notwithstanding the foregoing, Agent shall be obligated on the terms set forth herein for performance of its express duties and obligations hereunder. Agent shall not be liable for any apportionment or distribution of payments made by it in good faith, faith and if any such apportionment or distribution is subsequently determined to have been made in error, error the sole recourse of any Lender to whom payment was due but not made made, shall be to recover from the other Lenders any payment in excess of the amount to which they are determined to be entitled (and such other Lenders hereby agree promptly to return to such Lender any such erroneous payments received by them)entitled. In performing its functions and duties hereunder, Agent shall exercise the same care which it would in dealing with loans for its own account. , but Agent shall not be responsible to any Lender for any recitals, statements, representations or warranties made by Borrower herein or for the execution, effectiveness, genuineness, validity, enforceability, collectability collectability, or sufficiency of this Agreement or any of the other Loan Documents or the transactions contemplated thereby, or for the financial condition of Borrowerany Loan Party. Agent shall not be required to make any inquiry concerning either the performance or observance of any of the terms, provisions, provisions or conditions of this Agreement or any of the Loan Documents or the financial condition of BorrowerBorrower or any General Partner, or the existence or possible existence of any Default or Event of Default. Agent may at any time request instructions from Lenders with respect to any actions or approvals which by the terms of this Agreement or of any of the other Loan Documents Agent is permitted or required to take or to grant, and if such instructions are promptly requested, Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from taking any action or withholding any approval under any of the Loan Documents until it shall have received such instructions from the applicable percentage of Lenders or the Majority Lenders, as the case may be. Without limiting the foregoing, no Lender shall have any right of action whatsoever against Agent as a result of Agent acting or refraining from acting under this Agreement Agreement, the Notes, or any of the other Loan Documents in accordance with the instructions of the applicable percentage of Lenders and, notwithstanding the instructions of Lenders, Agent shall have no obligation to take any action if it, in good faith, believes that such action exposes Agent or any of its officers, directors, managers, members, equity owners, employees, attorneys or agents to any personal liability unless Agent receives an indemnification satisfactory to it from Lenders with respect to such action.
Appears in 1 contract
Rights, Exculpation, Etc. Neither Agent nor any of its officers, directors, managers, members, equity owners, employees, attorneys employees or agents shall be liable to any Lender for any action lawfully taken or omitted by them hereunder or under any of the other Loan Documents, or in connection herewith or therewith; provided , except that the foregoing Agent shall not prevent Agent from being be liable to the extent of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction on a final and nonappealable basis. Notwithstanding the foregoing, Agent shall be obligated on the terms set forth herein for performance of its express duties and obligations hereunderjurisdiction. Agent shall not be liable for any apportionment or distribution of payments made by it in good faith, faith and if any such apportionment or distribution is subsequently determined to have been made in error, error the sole recourse of any Lender to whom payment was due but not made made, shall be to recover from the other Lenders any payment in excess of the amount to which they are determined to be entitled (and such other Lenders hereby agree promptly to return to such Lender any such erroneous payments received by them). In performing its functions and duties hereunder, Agent shall exercise the same care which it would in dealing with loans for its own account. , but neither Agent nor any of its agents or representatives shall not be responsible to any Lender for any recitals, statements, representations or warranties made by Borrower herein or for the execution, effectiveness, genuineness, validity, enforceability, collectability collectibility, or sufficiency of this Agreement or any of the other Loan Documents or the transactions contemplated thereby, or for the financial condition of any of Borrower, Principals or Lenders. Agent shall not be required to make any inquiry concerning either the performance or observance of any of the terms, provisions, provisions or conditions of this Agreement or any of the Loan Documents or the financial condition of any of Borrower, Principals or Lenders, or the existence or possible existence of any Default default hereunder or Event of Default. Agent may at any time request instructions from Lenders with respect to any actions or approvals which by the terms of this Agreement or of any of the other Loan Documents Agent is permitted or required to take or to grant, and if such instructions are promptly requested, Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from taking any action or withholding any approval under any of the Loan Documents until it shall have received such instructions from Requisite Lenders or all or such other portion of the applicable percentage of LendersLenders as shall be prescribed by this Agreement. Without limiting the foregoing, no Lender shall have any right of action whatsoever against Agent as a result of Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of the applicable percentage of Requisite Lenders and, notwithstanding the instructions of Requisite Lenders, Agent shall have no obligation to take any action if itit believes, in good faith, believes that such action exposes Agent or any of its officers, directors, managers, members, equity owners, employees, attorneys or agents to any personal liability unless Agent receives an for which it has not received satisfactory indemnification satisfactory to it from Lenders in accordance with respect to such actionsubsection 8.2.5 below.
Appears in 1 contract
Rights, Exculpation, Etc. Neither Agent nor The Administrative Agent, its Affiliates and any of its or its Affiliates’ respective officers, directors, managers, members, equity owners, employees, attorneys agents or agents attorneys-in-fact shall not be liable to any Lender for any action lawfully taken or omitted by them hereunder or under any of the other Loan Documents, or in connection herewith or therewith; provided , except that the foregoing each such entity shall not prevent Agent from being be liable with respect to the extent of its own gross negligence or willful misconduct misconduct, as determined by a final judgment by a court of competent jurisdiction on a final and nonappealable basisjurisdiction. Notwithstanding the foregoing, Agent shall be obligated on the terms set forth herein for performance of its express duties and obligations hereunder. The Administrative Agent shall not be liable for any apportionment or distribution of payments made by it in good faith, faith and if any such apportionment or distribution is subsequently determined to have been made in error, the sole recourse of any Lender to whom payment was due but not made shall be to recover from the other Lenders any payment in excess of the amount to which they are determined to be entitled (and such other Lenders hereby agree promptly to return to such Lender any such erroneous payments received by them). In performing its functions and duties hereunder, Agent shall exercise the same care which it would in dealing with loans for its own account. The Administrative Agent shall not be responsible to any Lender for any recitals, statements, representations or warranties made by Borrower herein or for the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency of this Agreement or any of the other Loan Documents or the transactions contemplated thereby, or for the financial condition of the Borrower. Agent shall not be required to make any inquiry concerning either the performance or observance of any of the terms, provisions, or conditions of this Agreement its Subsidiaries or any of the Loan Documents or the financial condition of Borrower, or the existence or possible existence of any Default or Event of Defaultother Person. The Administrative Agent may at any time request instructions from the Lenders with respect to any actions or approvals which by the terms of this Agreement or of any of the other Loan Documents the Administrative Agent is permitted or required to take or to grant, and if such instructions are promptly requested, the Administrative Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from taking any action or withholding any approval under any of the Loan Documents (i) if such action or omission would, in the reasonable opinion of the Administrative Agent, violate any Applicable Law or any provision of this Agreement or any other Loan Document, or (ii) until it shall have received such instructions from the applicable percentage Required Lenders or all of Lenders, as applicable. Without limiting the foregoing, no Lender shall have any right of action whatsoever against the Administrative Agent as a result of the Administrative Agent acting or refraining from acting under this Agreement Agreement, the Notes, or any of the other Loan Documents in accordance with the instructions of the applicable percentage of Lenders and, notwithstanding the instructions of Required Lenders, Agent shall have no obligation to take any action if itexcept in connection with its own gross negligence or willful misconduct, in good faith, believes that such action exposes Agent or any as determined by a final judgment of its officers, directors, managers, members, equity owners, employees, attorneys or agents to any personal liability unless Agent receives an indemnification satisfactory to it from Lenders with respect to such actiona court of competent jurisdiction.
Appears in 1 contract
Samples: Credit Agreement (Hickory Tech Corp)
Rights, Exculpation, Etc. Neither Agent Agent, any Affiliate of Agent, nor any of its their respective officers, directors, managersemployees, members, equity owners, employeesagents, attorneys or agents consultants, shall be liable to any Lender for any action lawfully taken or omitted by them hereunder under this Agreement or under any of the other Loan Documents, or in connection herewith or therewith; provided , except that the foregoing Agent shall not prevent Agent from being be liable to the extent of for its own gross negligence or willful misconduct as determined by a court misconduct. In the absence of competent jurisdiction on a final and nonappealable basis. Notwithstanding the foregoinggross negligence or willful misconduct, Agent shall be obligated on the terms set forth herein for performance of its express duties and obligations hereunder. Agent shall not be liable for any apportionment or distribution of payments made by it in good faithfaith pursuant to SECTION 11.4, and if any such apportionment or distribution is subsequently determined to have been made in error, error the sole recourse of any Lender Person to whom payment was due due, but not made made, shall be to recover from the other Lenders recipients of such payments any payment in excess of the amount to which they are determined to be entitled (and such other Lenders hereby agree promptly to return to such Lender any such erroneous payments received by them). In performing its functions and duties hereunder, Agent shall exercise the same care which it would in dealing with loans for its own accounthave been entitled. Agent shall not be responsible to any Lender for any recitals, statements, representations or warranties made by Borrower herein or for the execution, effectiveness, genuineness, validity, enforceability, collectability collectibility or sufficiency of this Agreement Agreement, any of the Security Documents or any of the other Loan Documents Documents, or any of the transactions contemplated hereby and thereby, ; or for the financial condition of Borrowerthe REIT, Borrower or any of their Affiliates. Agent shall not be required to make any inquiry concerning either the performance or observance of any of the terms, provisions, provisions or conditions of this Agreement or any of the other Loan Documents or the financial condition of Borrowerthe REIT, Borrower or any of their Affiliates, or the existence or possible existence of any Unmatured Event of Default or Event of Default. Agent may at any time request instructions from Lenders with respect to any actions or approvals which by the terms of this Agreement or of any of the other Loan Documents Agent is permitted or required to take or to grant, and Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from taking any action or withholding any approval under any of the Loan Documents until it shall have received such instructions from the applicable percentage of Lenders. Without limiting the foregoing, no Lender shall have any right of action whatsoever against Agent as a result of Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of the applicable percentage of Lenders and, notwithstanding the instructions of Lenders, Agent shall have no obligation to take any action if it, in good faith, believes that such action exposes Agent or any of its officers, directors, managers, members, equity owners, employees, attorneys or agents to any personal liability unless Agent receives an indemnification satisfactory to it from Lenders with respect to such action.
Appears in 1 contract
Rights, Exculpation, Etc. Neither Agent nor any of its officers, directors, managers, members, equity owners, employees, attorneys employees or agents shall be liable to any Lender for any action lawfully taken or omitted by them hereunder or under any of the other Loan Documents, or in connection herewith or therewith; provided , except that the foregoing Agent shall not prevent Agent from being be liable to the extent of its own gross negligence or willful misconduct as determined by a final non-appealable order by a court of competent jurisdiction on a final and nonappealable basis. Notwithstanding the foregoing, Agent shall be obligated on the terms set forth herein for performance of its express duties and obligations hereunderjurisdiction. Agent shall not be liable for any apportionment or distribution of payments made by it in good faith, faith and if any such apportionment or distribution is subsequently determined to have been made in error, error the sole recourse of any Lender to whom payment was due but not made made, shall be to recover from the other Lenders any payment in excess of the amount to which they are determined to be entitled (and such other Lenders hereby agree promptly to return to such Lender any such erroneous payments received by them). In no event shall Agent be liable for punitive, special, consequential, incidental, exemplary or other similar damages. In performing its functions and duties hereunder, Agent shall exercise the same care which it would in dealing with loans for its own account. , but neither Agent nor any of its agents or representatives shall not be responsible to any Lender for any recitals, statements, representations or warranties made by Borrower herein or for the execution, effectiveness, genuineness, validity, enforceability, collectability collectibility, or sufficiency of this Agreement or any of the other Loan Documents or the transactions contemplated thereby, or for the financial condition of Borrowerany Credit Party. Agent shall not be required to make any inquiry concerning either the performance or observance of any of the terms, provisions, provisions or conditions of this Agreement or any of the Loan Documents or the financial condition of Borrowerany Credit Party, or the existence or possible existence of any Default or Event of Default. Agent may at any time request instructions from Requisite Lenders, Requisite Revolving Lenders, Supermajority Revolving Lenders or all affected Lenders with respect to any actions or approvals which by the terms of this Agreement or of any of the other Loan Documents Agent is permitted or required to take or to grant. If such instructions are promptly requested, and Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from taking any action or withholding any approval under any of the Loan Documents until it shall have received such instructions from the applicable percentage Requisite Lenders, Requisite Revolving Lenders, Supermajority Revolving Lenders or such other portion of Lendersthe Lenders as shall be prescribed by this Agreement. Without limiting the foregoing, no Lender shall have any right of action whatsoever against Agent as a result of Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of the applicable percentage of Requisite Lenders, Requisite Revolving Lenders, Supermajority Revolving Lenders or all affected Lenders, as applicable; and, notwithstanding the instructions of Requisite Lenders, Requisite Revolving Lenders, Supermajority Revolving Lenders or all affected Lenders, as applicable, Agent shall have no obligation to take any action if itit believes, in good faith, believes that such action is deemed to be illegal by Agent or exposes Agent or any of its officers, directors, managers, members, equity owners, employees, attorneys or agents to any personal liability unless Agent receives an for which it has not received satisfactory indemnification satisfactory to it from Lenders in accordance with respect to such actionSECTION 8.2(e).
Appears in 1 contract
Rights, Exculpation, Etc. Neither the Agent nor any of its officers, ------------------------ directors, managers, members, equity owners, employees, attorneys employees or agents shall be liable to any Lender Purchaser for any action lawfully taken or omitted by them hereunder or under any of the other Loan Purchase Documents, or in connection herewith or therewith; provided that the foregoing shall not prevent Agent from being be liable to the extent of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction on a final and nonappealable basis. Notwithstanding the foregoing, the Agent shall be obligated on the terms set forth herein for performance of its express duties and obligations hereunder, and the Agent shall be liable with respect to its own gross negligence or willful misconduct. The Agent shall not be liable for any apportionment or distribution of payments made by it in good faith, and if any such apportionment or distribution is subsequently determined to have been made in error, the sole recourse of any Lender Purchaser to whom payment was due but not made shall be to recover from the other Lenders Purchasers any payment in excess of the amount to which they are determined to be entitled (and such other Lenders Purchasers hereby agree promptly to return to such Lender Purchaser any such erroneous payments received by them). In performing its functions and duties hereunder, the Agent shall exercise the same care which it would in dealing with loans for its own account. The Agent shall not be responsible to any Lender Purchaser for any recitals, statements, representations or warranties made by Borrower Loan Parties herein or for the execution, effectiveness, genuineness, validity, enforceability, collectability collectability, or sufficiency of this Agreement or any of the other Loan Purchase Documents or the transactions contemplated thereby, or for the financial condition of Borrowerthe Loan Parties. The Agent shall not be required to make any inquiry concerning either the performance or observance of any of the terms, provisions, or conditions of this Agreement or any of the Loan Purchase Documents or the financial condition of Borrowerthe Loan Parties, or the existence or possible existence of any Default or Event of Default. The Agent may at any time request instructions from Lenders the Purchasers with respect to any actions or approvals which by the terms of this Agreement or of any of the other Loan Purchase Documents the Agent is permitted or required to take or to grant, and the Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from taking any action or withholding any approval under any of the Loan Purchase Documents until it shall have received such instructions from the applicable percentage of Lendersthe Purchasers. Without limiting the foregoing, no Lender Purchaser shall have any right of action whatsoever against the Agent as a result of the Agent acting or refraining from acting under this Agreement or any of the other Loan Purchase Documents in accordance with the instructions of the applicable percentage of Lenders and, the Purchasers and notwithstanding the instructions of Lendersthe Purchasers, the Agent shall have no obligation to take any action if it, in good faith, faith believes that such action exposes the Agent or any of its officers, directors, managers, members, equity owners, employees, attorneys employees or agents to any personal liability unless the Agent receives an indemnification reasonably satisfactory to it from Lenders the Purchasers with respect to such action.
Appears in 1 contract
Samples: Note and Equity Purchase Agreement (Encore Medical Corp)
Rights, Exculpation, Etc. Neither Agent nor any of its officers, directors, managers, members, equity owners, employees, attorneys employees or agents shall be liable to any Lender for any action lawfully taken or omitted by them hereunder or under any of the other Loan Documents, or in connection herewith or therewith; provided , except that the foregoing Agent shall not prevent Agent from being be liable with respect to the extent of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction on a final and nonappealable basis. Notwithstanding the foregoing, Agent shall be obligated on the terms set forth herein for performance of its express duties and obligations hereundermisconduct. Agent shall not be liable for any apportionment or distribution of payments made by it in good faith, faith and if any such apportionment or distribution is subsequently determined to have been made in error, the sole recourse of any Lender to whom payment was due but not made shall be to recover from the other Lenders any payment in excess of the amount to which they are determined to be entitled (and such other Lenders hereby agree promptly to return to such Lender any such erroneous payments received by them). In performing its functions and duties hereunder, Agent shall exercise the same care which it would in dealing with loans for its own account. , but Agent shall not be responsible to any Lender for any recitals, statements, representations or warranties made by Borrower herein or for the execution, effectiveness, genuineness, validity, enforceability, collectability collectibility, or sufficiency of this Agreement or any of the other Loan Documents or the transactions contemplated thereby, or for the financial condition of Borrowerany Loan Party. Agent shall not be required to make any inquiry concerning either the performance or observance of any of the terms, provisions, provisions or conditions of this Agreement or any of the Loan Documents or the financial condition of Borrowerany Loan Party, or the existence or possible existence of any Default or Event of Default. Agent may at any time request instructions from Lenders with respect to any actions or approvals which by the terms of this Agreement or of any of the other Loan Documents Agent is permitted or required to take or to grant, and if such instructions are promptly requested, Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from taking any action or withholding any approval under any of the Loan Documents until it shall have received such instructions from Requisite Lenders or all of the applicable percentage of Lenders, as applicable. In no event shall Agent be required to take any action or to refrain from taking any action which, in Agent's opinion, would expose Agent to any liability. Without limiting the foregoing, no Lender shall have any right of action whatsoever against Agent as a result of Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of the applicable percentage of Lenders and, notwithstanding the instructions of Requisite Lenders, Agent shall have no obligation to take any action if it, in good faith, believes that such action exposes Agent or any of its officers, directors, managers, members, equity owners, employees, attorneys or agents to any personal liability unless Agent receives an indemnification satisfactory to it from Lenders with respect to such action.
Appears in 1 contract
Rights, Exculpation, Etc. Neither Agent, Funding Agent nor any of its their respective officers, directors, managers, members, equity owners, employees, attorneys employees or agents shall be liable to any Lender for any action lawfully taken or omitted by them hereunder or under any of the other Loan Documents, or in connection herewith or therewith; provided , except that the foregoing Agent and Funding Agent shall not prevent Agent from being be liable to the extent of its their own gross negligence or willful misconduct as determined by a final non-appealable order by a court of competent jurisdiction on a final and nonappealable basisjurisdiction. Notwithstanding the foregoing, Neither Agent nor Funding Agent shall be obligated on the terms set forth herein for performance of its express duties and obligations hereunder. Agent shall not be liable for any apportionment or distribution of payments made by it in good faith, faith and if any such apportionment or distribution is subsequently determined to have been made in error, error the sole recourse of any Lender to whom payment was due but not made made, shall be to recover from the other Lenders any payment in excess of the amount to which they are determined to be entitled (and such other Lenders hereby agree promptly to return to such Lender any such erroneous payments received by them). In no event shall Agent or Funding Agent be liable for punitive, special, consequential, incidental, exemplary or other similar damages. In performing its respective functions and duties hereunder, each of Agent and Funding Agent shall exercise the same care which it would in dealing with loans for its own account. , but neither Agent, Funding Agent nor any of their respective agents or representatives shall not be responsible to any Lender for any recitals, statements, representations or warranties made by Borrower herein or for the execution, effectiveness, genuineness, validity, enforceability, collectability collectibility, or sufficiency of this Agreement or any of the other Loan Documents or the transactions contemplated thereby, or for the financial condition of Borrowerany Credit Party. Neither Agent nor Funding Agent shall not be required to make any inquiry concerning either the performance or observance of any of the terms, provisions, provisions or conditions of this Agreement or any of the Loan Documents or the financial condition of Borrowerany Credit Party, or the existence or possible existence of any Default or Event of Default. Agent and Funding Agent, as the case may be, may at any time request instructions from Required Lenders, and/or Required Revolving Lenders or all affected Lenders with respect to any actions or approvals which by the terms of this Agreement or of any of the other Loan Documents Documents, Agent and Funding Agent, as applicable, is permitted or required to take or to grant. If such instructions are promptly requested, Agent and Agent Funding Agent, as the case may be, shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from taking any action or withholding any approval under any of the Loan Documents until it shall have received such instructions from the applicable percentage Required Lenders, and/or Required Revolving Lenders or such other portion of Lendersthe Lenders as shall be prescribed by this Agreement. Without limiting the foregoing, no Lender shall have any right of action whatsoever against Agent or Funding Agent as a result of Agent or Funding Agent, as the case may be, acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of the applicable percentage of Required Lenders, and/or Required Revolving Lenders or all affected Lenders, as applicable; and, notwithstanding the instructions of Required Lenders and/or Required Revolving Lenders or all affected Lenders, as applicable, neither Agent nor Funding Agent shall have no any obligation to take any action if itit believes, in good faith, believes that such action is deemed to be illegal by Agent or Funding Agent, as applicable, or exposes Agent or any of its officersFunding Agent, directorsas applicable, managers, members, equity owners, employees, attorneys or agents to any personal liability unless Agent receives an for which it has not received satisfactory indemnification satisfactory to it from Lenders in accordance with respect to such actionSection 9.2(e).
Appears in 1 contract
Rights, Exculpation, Etc. Neither the Agent nor any of its officers, directors, managers, members, equity owners, employees, attorneys employees or agents shall be liable to any Lender for any action lawfully taken or omitted by them hereunder or under any of the other Loan Related Documents, or in connection herewith or therewith; provided , except that the foregoing shall not prevent Agent from being be liable to the extent of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction on a final and nonappealable basis. Notwithstanding the foregoing, Agent shall be obligated on the terms set forth herein for performance of its express duties obligations hereunder and obligations hereunderexcept that no Person shall be relieved of any liability imposed by law for intentional tort. The Agent shall not be liable for any apportionment or distribution of payments made by it in good faithfaith pursuant to Section 2.08(c), and if any such apportionment or distribution is subsequently determined to have been made in error, error the sole recourse of any Lender to whom payment was due but not made made, shall be to recover from the other Lenders lenders any payment in excess of the amount to which they are determined to be entitled (and such other Lenders hereby agree promptly to return to such Lender any such erroneous payments received by them)entitled. In performing its functions and duties hereunder, Agent shall exercise the same care which it would in dealing with loans for its own account. The Agent shall not be responsible to any Lender for any recitals, statements, representations or warranties made by Borrower herein or in the Related Documents or for the any execution, effectiveness, genuineness, validity, enforceability, collectability collectibility, or sufficiency of this Agreement or any of the other Loan Related Documents or the transactions contemplated thereby, or for the financial condition of the Borrower. The Agent shall not be required to make any inquiry concerning either the performance or observance of any of the terms, provisions, provisions or conditions of this Agreement or any of the Loan Related Documents or the financial condition of the Borrower, or the existence or possible existence of any Potential Default or Event of Default. The Agent may at any time request instructions from the Lenders with respect to any actions or approvals which by the terms of this Agreement or of any of the other Loan Related Documents the Agent is permitted or required to take or to grant, and if such instructions are promptly requested, the Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from taking any action or withholding any approval under any of the Loan Related Documents until it shall have received such instructions from the applicable percentage of Majority Lenders. Without limiting the foregoing, no Lender shall have any right of action whatsoever against the Agent as a result of the Agent acting or refraining from acting under this Agreement Agreement, the Notes or any of the other Loan Related Documents in accordance with the instructions of the applicable percentage of Lenders and, notwithstanding the instructions of Majority Lenders, Agent shall have no obligation to take any action if it, in good faith, believes that such action exposes Agent or any of its officers, directors, managers, members, equity owners, employees, attorneys or agents to any personal liability unless Agent receives an indemnification satisfactory to it from Lenders with respect to such action.
Appears in 1 contract
Rights, Exculpation, Etc. Neither Agent nor any of its officers, directors, managers, members, equity owners, employees, attorneys or agents shall be liable to any Lender for any action lawfully taken or omitted by them hereunder or under any of the other Loan Documents, or in connection herewith or therewith; provided that the foregoing shall not prevent Agent from being be liable to the extent of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction on a final and nonappealable basis. Notwithstanding the foregoing, Agent shall be obligated on the terms set forth herein for performance of its express duties and obligations hereunder. Agent shall not be liable for any apportionment or distribution of payments made by it in good faith, and if any such apportionment or distribution is subsequently determined to have been made in error, the sole recourse of any Lender to whom payment was due but not made shall be to recover from the other Lenders any payment in excess of the amount to which they are determined to be entitled (and such other Lenders hereby agree promptly to return to such Lender any such erroneous payments received by them). In performing its functions and duties hereunder, Agent shall exercise the same care which it would in dealing with loans for its own account. Agent shall not be responsible to any Lender for any recitals, statements, representations or warranties made by Borrower herein or for the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency of this Agreement or any of the other Loan Documents or the transactions contemplated thereby, or for the financial condition of Borrower. Agent shall not be required to make any inquiry concerning either the performance or observance of any of the terms, provisions, or conditions of this Agreement or any of the Loan Documents or the financial condition of Borrower, or the existence or possible existence of any Trigger Event, Default or Event of Default. Agent may at any time request instructions from Lenders with respect to any actions or approvals which by the terms of this Agreement or of any of the other Loan Documents Agent is permitted or required to take or to grant, and Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from taking any action or withholding any approval under any of the Loan Documents until it shall have received such instructions from the applicable percentage of Lenders. Without limiting the foregoing, no Lender shall have any right of action whatsoever against Agent as a result of Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of the applicable percentage of Lenders and, notwithstanding the instructions of Lenders, Agent shall have no obligation to take any action if it, in good faith, believes that such action exposes Agent or any of its officers, directors, managers, members, equity owners, employees, attorneys or agents to any personal liability unless Agent receives an indemnification satisfactory to it from Lenders with respect to such action.
Appears in 1 contract
Samples: Loan and Security Agreement (Enova International, Inc.)
Rights, Exculpation, Etc. Neither Administrative Agent nor any of its officers, directors, managersagents, members, equity owners, employees, attorneys employees or agents affiliates shall be liable to any Lender for any action lawfully taken or omitted by them it hereunder or under any of the other Loan Documents, or in connection herewith or therewith; provided that the foregoing shall not prevent Agent from being be liable to the extent of , unless caused by its own or their gross negligence or willful misconduct as determined by a court of competent jurisdiction on a final and nonappealable basismisconduct. Notwithstanding the foregoing, Agent shall be obligated on the terms set forth herein for performance of its express duties and obligations hereunder. Agent shall not be liable for any apportionment or distribution of payments made by it in good faith, and if any such apportionment or distribution is subsequently determined to have been made in error, the sole recourse of any Lender to whom payment was due but not made shall be to recover from the other Lenders any payment in excess of the amount to which they are determined to be entitled (and such other Lenders hereby agree promptly to return to such Lender any such erroneous payments received by them). In performing its functions and duties hereunder, Agent shall exercise the same care which it would in dealing with loans for its own account. Administrative Agent shall not be responsible to any Lender for any recitals, statements, representations or warranties made by Borrower herein or for the execution, effectiveness, genuineness, validity, enforceability, collectability collectibility, or sufficiency of this Agreement or any of the other Loan Documents or the transactions contemplated thereby, any other document or for the financial condition of Borrower. Administrative Agent shall not be required to make any inquiry concerning either the performance or observance of any of the terms, provisions, provisions or conditions of this Agreement or any of the Loan Documents or any other document or the financial condition of Borrower, or the existence or possible existence of any Unmatured Event of Default or Event of DefaultDefault unless requested to do so by the Required Lenders. Administrative Agent may at any time request instructions from the Lenders with respect to any actions or approvals (including the failure to act or approve) which by the terms of this Agreement or of any of the other Loan Documents Administrative Agent is permitted or required to take or to grant, and if such instructions are requested, Administrative Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from taking any action or withholding any approval under any of the Loan Documents until it shall have received such instructions from the applicable percentage of Required Lenders, Supermajority Lenders or all Lenders, as applicable. Without limiting the foregoing, no Lender shall have any right of action whatsoever against Administrative Agent as a result of either Administrative Agent acting or refraining from acting or approving under this Agreement or any of the other Loan Documents in accordance with the instructions of the applicable percentage Required Lenders or, to the extent required by Section 12.1, all of Lenders and, notwithstanding the instructions of Lenders, Agent shall have no obligation to take any action if it, in good faith, believes that such action exposes Agent or any of its officers, directors, managers, members, equity owners, employees, attorneys or agents to any personal liability unless Agent receives an indemnification satisfactory to it from Lenders with respect to such action.
Appears in 1 contract
Samples: Credit Agreement (Huntsman Petrochemical Finance Co)
Rights, Exculpation, Etc. Neither Agent nor any of its officers, ------------------------- directors, managers, members, equity owners, employees, attorneys employees or agents shall be liable to any Lender for any action lawfully taken or omitted by them hereunder or under any of the other Loan Documents, or in connection herewith or therewith; provided , except that the foregoing shall not prevent Agent from being be liable to the extent of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction on a final and nonappealable basis. Notwithstanding the foregoing, Agent shall be obligated on the terms set forth herein for performance of its express duties and obligations hereunder, and except that Agent shall be liable with respect to its own gross negligence or willful misconduct. Agent shall not be liable for any apportionment or distribution of payments made by it in good faith, faith and if any such apportionment or distribution is subsequently determined to have been made in error, error the sole recourse of any Lender to whom payment was due but not made made, shall be to recover from the other Lenders any payment in excess of the amount to which they are determined to be entitled (and such other Lenders hereby agree promptly to return to such Lender any such erroneous payments received by them). In performing its functions and duties hereunder, Agent shall exercise the same care which it would in dealing with loans for its own account. , but Agent shall not be responsible to any Lender for any recitals, statements, representations or warranties made by Borrower herein or for the execution, effectiveness, genuineness, validity, enforceability, collectability collectability, or sufficiency of this Agreement or any of the other Loan Documents or the transactions contemplated thereby, or for the financial condition of Borrowerany Loan Party. Agent shall not be required to make any inquiry concerning either the performance or observance of any of the terms, provisions, provisions or conditions of this Agreement or any of the Loan Documents or the financial condition of Borrowerany Loan Party, or the existence or possible existence of any Default or Event of Default. Agent may at any time request instructions from Lenders with respect to any actions or approvals which by the terms of this Agreement or of any of the other Loan Documents Agent is permitted or required to take or to grant, and Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from taking any action or withholding any approval under any of the Loan Documents until it shall have received such instructions from the applicable percentage of the Lenders. Without limiting the foregoing, no Lender shall have any right of action whatsoever against Agent as a result of Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of the applicable percentage of the Lenders and, and notwithstanding the instructions of Lenders, Agent shall have no obligation to take any action if it, in good faith, faith believes that such action exposes Agent or any of its officers, directors, managers, members, equity owners, employees, attorneys or agents to any personal liability unless Agent receives an indemnification satisfactory to it from Lenders with respect to such actionliability.
Appears in 1 contract
Rights, Exculpation, Etc. Neither Agent nor any of its officers, directors, managers, members, equity owners, employees, attorneys or agents shall be liable to any Lender or any Managing Agent for any action lawfully taken or omitted by them hereunder or under any of the other Loan Documents, or in connection herewith or therewith; provided that the foregoing shall not prevent Agent from being be liable to the extent of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction on a final and nonappealable basis. Notwithstanding the foregoing, Agent shall be obligated on the terms set forth herein for performance of its express duties and obligations hereunder. Agent shall not be liable for any apportionment or distribution of payments made by it in good faith, and if any such apportionment or distribution is subsequently determined to have been made in error, the sole recourse of any Lender and any Managing Agent to whom payment was due but not made shall be to recover from the other Lenders or other Managing Agents any payment in excess of the amount to which they are determined to be entitled (and such other Lenders and Managing Agents hereby agree promptly to return to such Lender or such Managing Agent any such erroneous payments received by them). In performing its functions and duties hereunder, Agent shall exercise the same care which it would in dealing with loans for its own account. Agent shall not be responsible to any Lender or any Managing Agent for any recitals, statements, representations or warranties made by Borrower herein or for the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency of this Agreement or any of the other Loan Documents or the transactions contemplated thereby, or for the financial condition of Borrower. Agent shall not be required to make any inquiry concerning either the performance or observance of any of the terms, provisions, or conditions of this Agreement or any of the Loan Documents or the financial condition of Borrower, or the existence or possible existence of any Early Wind-Down Trigger Event, Default or Event of Default. Agent may at any time request instructions from Lenders with respect to any actions or approvals which by the terms of this Agreement or of any of the other Loan Documents Agent is permitted or required to take or to grant, and Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from taking any action or withholding any approval under any of the Loan Documents until it shall have received such instructions from the applicable percentage of Lenders. Without limiting the foregoing, no Lender or any Managing Agent shall have any right of action whatsoever against Agent as a result of Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of the applicable percentage of Lenders and, notwithstanding the instructions of Lenders, Agent shall have no obligation to take any action if it, in good faith, believes that such action exposes Agent or any of its officers, directors, managers, members, equity owners, employees, attorneys or agents to any personal liability unless Agent receives an indemnification satisfactory to it from Lenders with respect to such action.
Appears in 1 contract
Samples: Loan and Security Agreement (Enova International, Inc.)
Rights, Exculpation, Etc. Neither Agent nor any of its officers, directors, managers, members, equity owners, employees, attorneys employees or agents shall be liable to any Lender for any action lawfully taken or omitted by them hereunder or under any of the other Loan Documents, or in connection herewith or therewith; provided that the foregoing shall not prevent Agent from being be liable to the extent of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction on a final and nonappealable basis. Notwithstanding the foregoing, Agent shall be obligated on the terms set forth herein for performance of its express duties and obligations hereunder, and Agent shall be liable with respect to its own gross negligence or willful misconduct. Agent shall not be liable for any apportionment or distribution of payments made by it in good faith, and if any such apportionment or distribution is subsequently determined to have been made in error, the sole recourse of any Lender to whom payment was due but not made shall be to recover from the other Lenders any payment in excess of the amount to which they are determined to be entitled (and such other Lenders hereby agree promptly to return to such Lender any such erroneous payments received by them). In performing its functions and duties hereunder, Agent shall exercise the same care which it would in dealing with loans for its own account. Agent shall not be responsible to any Lender for any recitals, statements, representations or warranties made by Borrower the Credit Parties herein or for the execution, effectiveness, genuineness, validity, enforceability, collectability collectibility, or sufficiency of this Agreement or any of the other Loan Documents or the transactions contemplated thereby, or for the financial condition of Borrowerthe Credit Parties. Agent shall not be required to make any inquiry concerning either the performance or observance of any of the terms, provisions, or conditions of this Agreement or any of the Loan Documents or the financial condition of Borrowerthe Credit Parties, or the existence or possible existence of any Default or Event of Default. Agent may at any time request instructions from Lenders with respect to any actions or approvals which by the terms of this Agreement or of any of the other Loan Documents Agent is permitted or required to take or to grant, and Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from taking any action or withholding any approval under any of the Loan Documents until it shall have received such instructions from the applicable percentage of Lenders. Without limiting the foregoing, no Lender shall have any right of action whatsoever against Agent as a result of Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of the applicable percentage of Lenders and, and notwithstanding the instructions of Lenders, Agent shall have no obligation to take any action if it, in good faith, faith believes that such action exposes Agent or any of its officers, directors, managers, members, equity owners, employees, attorneys employees or agents to any personal liability unless Agent receives an indemnification reasonably satisfactory to it from Lenders with respect to such action.
Appears in 1 contract
Samples: Revolving Credit, Term Loan and Security Agreement (Corrpro Companies Inc /Oh/)
Rights, Exculpation, Etc. Neither the Agent nor any of its Affiliates nor any of their respective officers, directors, managersemployees, members, equity owners, employeesagents, attorneys or agents consultants shall be liable to any Lender for any action lawfully taken or omitted by them it or such Person hereunder or under any of the other Loan Documents, or in connection herewith or therewith; provided , except that (i) the foregoing shall not prevent Agent from being be liable to the extent of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction on a final and nonappealable basis. Notwithstanding the foregoing, Agent shall be obligated on the terms set forth herein for performance of its express duties and obligations hereunder, and (ii) neither the Agent nor any such other Person shall have any liability hereunder or under any other Loan Document except to the extent arising out of its own gross negligence or willful misconduct (as determined by the final judgment of a court of competent jurisdiction). The Agent shall not be liable for any apportionment or distribution of payments made by it in good faith, faith pursuant to the terms of this Agreement and if any such apportionment or distribution is subsequently determined to have been made in error, error the sole recourse of any Lender to whom payment was due due, but not made made, shall be to recover from the other Lenders any payment in excess of the amount to which they are determined to be entitled (and such other Lenders hereby agree promptly to return to such Lender any such erroneous payments received by them)have been entitled. In performing its functions and duties hereunder, Agent shall exercise the same care which it would in dealing with loans for its own account. The Agent shall not be responsible to any Lender for any recitals, statements, representations or warranties made by the Borrower herein or Subsidiary thereof in this Agreement or in any other Loan Document or in any other document, certificate report or financial statement delivered by the Borrower or any Subsidiary thereof in connection herewith or therewith or for the execution, effectiveness, genuineness, validity, enforceability, collectability collectibility, or sufficiency of this Agreement or any of the other Loan Documents Documents, or any of the transactions contemplated thereby, or for the financial condition of Borrowerthe Borrower or any of its Subsidiaries. The Agent shall not be required to make any inquiry concerning either the performance or observance of any of the terms, provisions, or conditions of this Agreement or any of the Loan Documents or the financial condition of Borrower, the Borrower or its Subsidiaries or the existence or possible existence of any Potential Event of Default or Event of Default. The Agent may at any time request instructions from the Lenders with respect to any actions or approvals which by the terms of this Agreement or of any of the other Loan Documents the Agent is permitted or required to take or to grant, and if such instructions are promptly requested, the Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under incur any liability whatsoever to any Person for refraining from taking any action or withholding any approval under any of the Loan Documents until it shall have received such instructions from the applicable percentage Required Lenders or, to the extent specifically provided herein, all the Lenders or unless it shall first be indemnified by the Lenders against any and all liability and expense which may be incurred by it by reason of Lendersrefraining to take any action or withholding any approval. Without limiting the foregoing, no Lender shall have any right of action whatsoever against the Agent as a result of the Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of the applicable percentage of Required Lenders andor, notwithstanding to the instructions of extent specifically provided herein, all the Lenders, Agent and such instructions shall have no obligation to take any action if it, in good faith, believes that such action exposes Agent or any of its officers, directors, managers, members, equity owners, employees, attorneys or agents to any personal liability unless Agent receives an indemnification satisfactory to it from be binding upon all Lenders with respect to such action(including their successors and assigns).
Appears in 1 contract
Samples: Revolving Credit Agreement (Caci International Inc /De/)
Rights, Exculpation, Etc. Neither Agent nor Canadian Agent, nor any of its their respective officers, directors, managers, members, equity owners, employees, attorneys employees or agents shall be liable to any Lender for any action lawfully taken or omitted by them hereunder or under any of the other Loan Documents, or in connection herewith or therewith; provided , except that the foregoing each of Agent and Canadian Agent shall not prevent Agent from being be liable to the extent of its own gross negligence or willful misconduct as determined by a final non-appealable order by a court of competent jurisdiction on a final and nonappealable basisjurisdiction. Notwithstanding the foregoing, Neither Agent nor Canadian Agent shall be obligated on the terms set forth herein for performance of its express duties and obligations hereunder. Agent shall not be liable for any apportionment or distribution of payments made by it in good faith, faith and if any such apportionment or distribution is subsequently determined to have been made in error, error the sole recourse of any Lender to whom payment was due but not made made, shall be to recover from the other Lenders any payment in excess of the amount to which they are determined to be entitled (and such other Lenders hereby agree promptly to return to such Lender any such erroneous payments received by them). In no event shall either Agent or Canadian Agent be liable for punitive, special, consequential, incidental, exemplary or other similar damages. In performing its functions and duties hereunder, each of Agent and Canadian Agent shall exercise the same care which it would in dealing with loans for its own account. , but neither Agent nor Canadian Agent, nor any of their respective agents or representatives shall not be responsible to any Lender for any recitals, statements, representations or warranties made by Borrower herein or for the execution, effectiveness, genuineness, validity, enforceability, collectability collectibility, or sufficiency of this Agreement or any of the other Loan Documents or the transactions contemplated thereby, or for the financial condition of Borrowerany Loan Party. Neither Agent nor Canadian Agent shall not be required to make any inquiry concerning either the performance or observance of any of the terms, provisions, provisions or conditions of this Agreement or any of the Loan Documents or the financial condition of Borrowerany Loan Party, or the existence or possible existence of any Default or Event of Default. Agent may at any time request instructions from the Requisite Lenders or all affected Lenders with respect to any actions or approvals which by the terms of this Agreement or of any of the other Loan Documents Agent is permitted or required to take or to grant. If such instructions are promptly requested, and Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from taking any action or withholding any approval under any of the Loan Documents until it shall have received such instructions from the applicable percentage of LendersRequisite Lenders as shall be prescribed by this Agreement. Without limiting the foregoing, no Lender shall have any right of action whatsoever against Agent as a result of Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of the applicable percentage of Lenders Requisite Lenders; and, notwithstanding the instructions of Requisite Lenders, Agent shall have no obligation to take any action if itit believes, in good faith, believes that such action is deemed to be illegal by Agent or exposes Agent or any of its officers, directors, managers, members, equity owners, employees, attorneys or agents to any personal liability unless Agent receives an for which it has not received satisfactory indemnification satisfactory to it from Lenders in accordance with respect to such actionsubsection 9.1(E).
Appears in 1 contract
Rights, Exculpation, Etc. Neither Agent Agent, any ------------------------- Affiliate of Agent, nor any of its their respective officers, directors, managersemployees, members, equity owners, employeesagents, attorneys or agents consultants, shall be liable to any Lender for any action lawfully taken or omitted by them hereunder or under any of the other Loan Documentshereunder, or in connection herewith or therewith; provided herewith, except that the foregoing Agent shall not prevent Agent from being be liable to the extent of obligated for its own gross negligence or willful misconduct as determined by a court of competent jurisdiction on a final and nonappealable basis. Notwithstanding in the foregoing, Agent shall be obligated on the terms set forth herein for performance of its express duties and obligations solely as Agent hereunder. Agent shall not be liable for any apportionment or distribution of payments made by it in good faiththe absence of willful misconduct or gross negligence in the performance of its express duties solely as Agent hereunder, and if any such apportionment or distribution is subsequently determined to have been made in error, error the sole recourse of any Lender Person to whom payment was due due, but not made made, shall be to recover from the other Lenders recipients of such payments any payment in excess of the amount to which they are determined to be entitled (and such other Lenders hereby agree promptly to return to such Lender any such erroneous payments received by them). In performing its functions and duties hereunder, Agent shall exercise the same care which it would in dealing with loans for its own accounthave been entitled. Agent shall not be responsible to any Lender for any recitals, statements, representations or warranties made by Borrower herein or for the execution, effectiveness, genuineness, validity, enforceability, collectability collectibility, or sufficiency of this Agreement Agreement, or any of the other Loan Documents or the transactions contemplated hereby and thereby, or for the financial condition of Borrower. Agent shall not be required to make any inquiry concerning either the performance or observance of any of the terms, provisions, provisions or conditions of this Agreement or any of the Loan Documents or the financial condition of Borrower, or the existence or possible existence of any Event of Default or Event of Potential Default. Agent may at any time request instructions or indemnification from Lenders with respect to any actions or approvals which by the terms of this Agreement or of any of the other Loan Documents Agent is permitted or required to take or to grant, and if such instructions or indemnification are promptly requested, Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from taking any action or withholding any approval under any of the Loan Documents this Agreement until it shall have received such instructions or indemnification (to Agent's reasonable satisfaction) from the applicable percentage of Lenders. Without limiting the foregoing, no Lender shall have any right of action whatsoever against Agent as a result of Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of the applicable percentage Majority Lenders. Notwithstanding anything to the contrary contained herein, after the occurrence of Lenders andan Event of Default, notwithstanding in the instructions of event Agent, after reasonable consultation with the Majority Lenders, fails to receive the consent or direction of the Majority Lenders, and Agent shall have no obligation to take any action if it, in good faith, reasonably believes that such action exposes Agent there is a possibility of a material impairment of the prospect of repayment of all or any material portion of the Obligations, Agent may, at its officerssole election, directors, managers, members, equity owners, employees, attorneys exercise the rights and remedies under Section 11 of this Agreement whether or agents to any personal liability unless Agent receives an indemnification satisfactory to not it from Lenders with respect to such actionhas ---------- received the consent of the Majority Lenders.
Appears in 1 contract
Samples: Loan Agreement (Magna Group Inc)
Rights, Exculpation, Etc. Neither The Collateral Agent nor any of its officers, directors, managers, members, equity owners, employees, attorneys or agents shall not be liable to any Lender for any action lawfully taken or omitted by them hereunder it or under any of them under the other Loan Security Documents, or in connection herewith or therewith; provided that , except for actions or omissions resulting from the foregoing shall not prevent Agent from being be liable to the extent of its own Collateral Agent's gross negligence or willful misconduct as determined by a court of competent jurisdiction on a final and nonappealable basis. Notwithstanding except that the foregoing, Collateral Agent shall be obligated on the terms set forth herein for performance of its express duties obligations under this Agreement and obligations hereunderthe Security Documents. The Collateral Agent shall not be liable for any apportionment or distribution of payments made by it in good faithfaith pursuant to this Agreement or any Security Document, and if any such apportionment or distribution is subsequently determined to have been made in error, the sole recourse of any Lender to whom payment was due but not made shall be to recover from the other Lenders Lender any payment in excess of the amount to which they are determined to be entitled (and such other Lenders hereby agree promptly to return to such Lender any such erroneous payments received by them)have been entitled. In performing its functions and duties hereunder, Agent shall exercise the same care which it would in dealing with loans for its own account. The Collateral Agent shall not be responsible to any Lender for any recitals, statements, representations or warranties made by Borrower herein contained in this Agreement or for the execution, effectiveness, genuineness, validity, enforceability, collectability collectibility, or sufficiency of this Agreement or any of the other Loan Security Documents or any of the transactions contemplated hereby or thereby, or for the financial condition of Borrowerthe Company or the Parent. The Collateral Agent shall not be required to make any inquiry concerning either the performance or observance of any of the terms, provisions, or conditions of this Agreement or any of the Loan Documents or the financial condition of Borrower, or the existence or possible existence of any Default or Event of Default. Agent may at any time request instructions from Lenders with respect to any actions or approvals which by the terms of this Agreement or of any of the other Loan Documents Agent is permitted or required to take or to grant, and if such instructions are promptly requested, the Collateral Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person person for refraining from taking any action or withholding any approval under any of the Loan Security Documents until it shall have received such instructions from the applicable percentage of Lenders. Without limiting the foregoing, no Lender shall have any right of action whatsoever against the Collateral Agent as a result of the Collateral Agent acting or refraining from acting under this Agreement or any of the other Loan Security Documents in accordance with the instructions of the applicable percentage of Lenders and, notwithstanding the instructions of Lenders, Agent shall have no obligation to take any action if it, in good faith, believes that such action exposes Agent or any of its officers, directors, managers, members, equity owners, employees, attorneys or agents to any personal liability unless Agent receives an indemnification satisfactory to it from Lenders with respect to such action.
Appears in 1 contract
Samples: Term Loan Agreement (Long Distance International Inc)
Rights, Exculpation, Etc. Neither Agent nor any of its officers, directors, managers, members, equity owners, employees, attorneys employees or agents shall be liable to any Lender for any action lawfully taken or omitted by them hereunder or under any of the other Loan Documents, or in connection herewith or therewith; provided , except that the foregoing shall not prevent Agent from being be liable to the extent of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction on a final and nonappealable basis. Notwithstanding the foregoing, Agent shall be obligated on the terms set forth herein for performance of its express duties and obligations hereunder, and except that Agent shall be liable with respect to its or their own gross negligence or willful misconduct. Agent shall not be liable for any apportionment or distribution of payments made by it in good faith, and if any such apportionment or distribution is subsequently determined to have been made in error, the sole recourse of any Lender to whom payment was due but not made shall be to recover from the other Lenders any payment in excess of the amount to which they are determined to be entitled (and such other Lenders hereby agree promptly to return to such Lender any such erroneous payments received by them). In performing its functions and duties hereunder, Agent shall exercise the same care which it would in dealing with loans for its own account. Agent shall not be responsible to any Lender for any recitals, statements, representations or warranties made by Borrower herein or for the execution, effectiveness, genuineness, validity, enforceability, collectability collectability, or sufficiency of this Agreement or any of the other Loan Documents or the transactions contemplated thereby, or for the financial condition of Borrower. Agent shall not be required to make any inquiry concerning either the performance or observance of any of the terms, provisions, or conditions of this Agreement or any of the Loan Documents or the financial condition of Borrower, or the existence or possible existence of any Default or Event of Default. Agent may at any time request instructions from Lenders with respect to any actions or approvals which by the terms of this Agreement or of any of the other Loan Documents Agent is permitted or required to take or to grant, and Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from taking any action or withholding any approval under any of the Loan Documents until it shall have received such instructions from the applicable percentage of Lenders. Without limiting the foregoing, no Lender shall have any right of action whatsoever against Agent as a result of Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of the applicable percentage of Lenders and, and notwithstanding the instructions of Lenders, Agent shall have no obligation to take any action if it, in good faith, faith believes that such action exposes Agent or any of its officers, directors, managers, members, equity owners, employees, attorneys or agents to any personal liability unless Agent receives an indemnification reasonably satisfactory to it from Lenders with respect to such action.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Texas San Macros Treatment Center Lp)
Rights, Exculpation, Etc. Neither Agent nor any of its officers, directors, managers, members, equity owners, employees, attorneys employees or agents shall be liable to any Lender Series A Noteholder for any action lawfully taken or omitted by them it hereunder or under any of the other Loan Basic Documents, or in connection herewith or therewith; provided , except that the foregoing Agent shall not prevent Agent from being be liable to the extent of its own gross negligence or willful misconduct as determined by a final nonappealable order by a court of competent jurisdiction on a final and nonappealable basis. Notwithstanding the foregoing, Agent shall be obligated on the terms set forth herein for performance of its express duties and obligations hereunderjurisdiction. Agent shall not be liable for any apportionment or distribution of payments made by it in good faith, faith and if any such apportionment or distribution is subsequently determined to have been made in error, error the sole recourse of any Lender Series A Noteholder to whom payment was due but not made shall be to recover from the other Lenders Series A Noteholders any payment in excess of the amount to which they are determined to be entitled (and such other Lenders Series A Noteholders hereby agree promptly to return to such Lender Series A Noteholder any such erroneous payments received by them). In no event shall Agent be liable for punitive, special, consequential, incidental, exemplary or other similar damages. In performing its functions and duties hereunder, Agent shall exercise the same care which it would in dealing with loans transactions for its own account. , but neither Agent nor any of its agents or representatives shall not be responsible to any Lender Series A Noteholder for any recitals, statements, representations or warranties made by Borrower herein or for the execution, effectiveness, genuineness, validity, enforceability, collectability collectibility or sufficiency of this Agreement or any of the other Loan Basic Documents or the transactions contemplated thereby, or for the financial condition of Borrowerany Issuer. Agent shall not be required to make any inquiry concerning either the performance or observance of any of the terms, provisions, provisions or conditions of this Agreement or any of the Loan Basic Documents or the financial condition of Borrowerany Issuer, or the existence or possible existence of any Default or Event of Default. Agent may at any time request instructions from Lenders the Required Series A Noteholders or all affected Series A Noteholders with respect to any actions or approvals which by the terms of this Agreement or of any of the other Loan Basic Documents Agent is permitted or required to take or to grant. If such instructions are promptly requested, and Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from taking any action or withholding any approval under any of the Loan Basic Documents until it shall have received such instructions from the applicable percentage Required Series A Noteholders or such other portion of Lendersthe Series A Noteholders as shall be prescribed by this Agreement. Without limiting the foregoing, no Lender Series A Noteholder shall have any right of action whatsoever against Agent as a result of Agent acting or refraining from acting under this Agreement or any of the other Loan Basic Documents in accordance with the instructions of the applicable percentage of Lenders Required Series A Noteholders or all affected Series A Noteholders, as applicable; and, notwithstanding the instructions of LendersRequired Series A Noteholders or all affected Series A Noteholders, as applicable, Agent shall have no obligation to take any action if itit believes, in good faith, believes that such action is deemed to be illegal by Agent or exposes Agent or any of its officers, directors, managers, members, equity owners, employees, attorneys or agents to any personal liability unless Agent receives an for which it has not received satisfactory indemnification satisfactory to it from Lenders in accordance with respect to such actionSection 14.05.
Appears in 1 contract
Rights, Exculpation, Etc. Neither Agent nor any of its officers, directors, managers, members, equity owners, employees, attorneys employees or agents shall be liable to any Lender Noteholder for any action lawfully taken or omitted by them it hereunder or under any of the other Loan Basic Documents, or in connection herewith or therewith; provided , except that the foregoing Agent shall not prevent Agent from being be liable to the extent of its own gross negligence or willful misconduct as determined by a final non-appealable order by a court of competent jurisdiction on a final and nonappealable basis. Notwithstanding the foregoing, Agent shall be obligated on the terms set forth herein for performance of its express duties and obligations hereunderjurisdiction. Agent shall not be liable for any apportionment or distribution of payments made by it in good faith, faith and if any such apportionment or distribution is subsequently determined to have been made in error, error the sole recourse of any Lender Noteholder to whom payment was due but not made shall be to recover from the other Lenders Noteholders any payment in excess of the amount to which they are determined to be entitled (and such other Lenders Noteholders hereby agree promptly to return to such Lender Noteholder any such erroneous payments received by them). In no event shall Agent be liable for punitive, special, consequential, incidental, exemplary or other similar damages. In performing its functions and duties hereunder, Agent shall exercise the same care which it would in dealing with loans transactions for its own account. , but neither Agent nor any of its agents or representatives shall not be responsible to any Lender Noteholder for any recitals, statements, representations or warranties made by Borrower herein or for the execution, effectiveness, genuineness, validity, enforceability, collectability collectibility or sufficiency of this Agreement or any of the other Loan Basic Documents or the transactions contemplated thereby, or for the financial condition of Borrowerany Issuer. Agent shall not be required to make any inquiry concerning either the performance or observance of any of the terms, provisions, provisions or conditions of this Agreement or any of the Loan Basic Documents or the financial condition of Borrowerany Issuer, or the existence or possible existence of any Default or Event of Default. Agent may at any time request instructions from Lenders the Required Holders or all affected Noteholders with respect to any actions or approvals which by the terms of this Agreement or of any of the other Loan Basic Documents Agent is permitted or required to take or to grant. If such instructions are promptly requested, and Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from taking any action or withholding any approval under any of the Loan Basic Documents until it shall have received such instructions from the applicable percentage Required Holders or such other portion of Lendersthe Noteholders as shall be prescribed by this Agreement. Without limiting the foregoing, no Lender Noteholder shall have any right of action whatsoever against Agent as a result of Agent acting or refraining from acting under this Agreement or any of the other Loan Basic Documents in accordance with the instructions of the applicable percentage of Lenders Required Holders or all affected Noteholders, as applicable; and, notwithstanding the instructions of LendersRequired Holders or all affected Noteholders, as applicable, Agent shall have no obligation to take any action if itit believes, in good faith, believes that such action is deemed to be illegal by Agent or exposes Agent or any of its officers, directors, managers, members, equity owners, employees, attorneys or agents to any personal liability unless Agent receives an for which it has not received satisfactory indemnification satisfactory to it from Lenders in accordance with respect to such actionSection 14.05.
Appears in 1 contract
Rights, Exculpation, Etc. Neither the Administrative Agent nor any of its officers, directors, managers, members, equity owners, employees, attorneys employees or agents shall be liable to any Senior Lender or Issuing Bank for any action lawfully taken or omitted by them hereunder or under any of the other Loan Documents, or in connection herewith or therewith; provided , except that the foregoing shall not prevent Agent from being be liable to the extent of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction on a final and nonappealable basis. Notwithstanding the foregoing, Administrative Agent shall be obligated on the terms set forth herein for performance of its express duties obligations hereunder and obligations hereunderexcept that no Person shall be relieved of any liability imposed by law for intentional tort. The Administrative Agent shall not be liable for any apportionment or distribution of payments made by it in good faithfaith pursuant to SECTION 2.08(b) or SECTION 3.06, and if any such apportionment or distribution is subsequently determined to have been made in error, error the sole recourse of any Lender Holder to whom payment was due due, but not made made, shall be to recover from the other Lenders Holders (or former Holders) any payment in excess of the amount to which they are determined to be entitled (and such other Lenders hereby agree promptly to return to such Lender any such erroneous payments received by them)have been entitled. In performing its functions and duties hereunder, Agent shall exercise the same care which it would in dealing with loans for its own account. The Administrative Agent shall not be responsible to any Lender Senior Lender, Issuing Bank or Holder for any recitals, statements, representations or warranties made by Borrower herein or for the execution, effectiveness, genuineness, validity, enforceability, collectability collectibility, or sufficiency of this Agreement or any of the other Loan Documents or any of the transactions contemplated therebyother Loan Documents, or for the financial condition of BorrowerSouthland or any of its Subsidiaries. The Administrative Agent shall not be required to make any inquiry concerning either the performance or observance of any of the terms, provisions, provisions or conditions of this Agreement or any of the Loan Documents or the financial condition of BorrowerSouthland or any of its Subsidiaries, or the existence or possible existence of any Potential Event of Default or Event of Default. The Administrative Agent may at any time request instructions from the Senior Lenders with respect to any actions or approvals which by the terms of this Agreement or of any of the other Loan Documents the Administrative Agent is permitted or required to take or to grant, and if such instructions are promptly requested, the Administrative Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person person for refraining from taking any action or withholding any approval under any of the Loan Documents until it shall have received such instructions from the applicable percentage of Requisite Senior Lenders. Without limiting the foregoing, no Senior Lender or Issuing Bank shall have any right of action whatsoever against the Administrative Agent as a result of the Administrative Agent acting or refraining from acting under this Agreement Agreement, the Notes or any of the other Loan Documents in accordance with the instructions of the applicable percentage of Lenders and, notwithstanding the instructions of Requisite Senior Lenders, Agent shall have no obligation to take any action if it, in good faith, believes that such action exposes Agent or any of its officers, directors, managers, members, equity owners, employees, attorneys or agents to any personal liability unless Agent receives an indemnification satisfactory to it from Lenders with respect to such action.
Appears in 1 contract
Samples: Credit Agreement (Southland Corp)
Rights, Exculpation, Etc. Neither Agent nor Each of the Agents, their respective Affiliates and any of its their or their Affiliates’ respective officers, directors, managers, members, equity owners, employees, attorneys agents or agents attorneys-in-fact shall not be liable to any Lender for any action lawfully taken or omitted by them hereunder or under any of the other Loan Documents, or in connection herewith or therewith; provided , except that the foregoing each such entity shall not prevent Agent from being be liable with respect to the extent of its own gross negligence negligence, bad faith or willful misconduct as determined by a court of competent jurisdiction on a final and nonappealable basismisconduct. Notwithstanding the foregoing, No Agent shall be obligated on the terms set forth herein for performance of its express duties and obligations hereunder. Agent shall not be liable for any apportionment or distribution of payments made by it in good faith, faith and if any such apportionment or distribution is subsequently determined to have been made in error, the sole recourse of any Lender to whom payment was due but not made shall be to recover from the other Lenders any payment in excess of the amount to which they are determined to be entitled (and such other Lenders hereby agree promptly to return to such Lender any such erroneous payments received by them). In performing its functions and duties hereunder, each Agent shall exercise the same care which it would in dealing with loans for its own account. Agent , but the Agents shall not be responsible to any Lender for any recitals, statements, representations or warranties made by Borrower herein or for the execution, effectiveness, genuineness, validity, enforceability, collectability collectibility or sufficiency of this Agreement or any of the other Loan Documents or the transactions contemplated thereby, or for the financial condition of the Borrower. Agent shall not be required to make any inquiry concerning either the performance or observance of any of the terms, provisions, or conditions of this Agreement or any of the Loan Documents or the financial condition of Borrower, or the existence or possible existence of any Default or Event of Default. Each Agent may at any time request instructions from the Lenders with respect to any actions or approvals which by the terms of this Agreement or of any of the other Loan Documents such Agent is permitted or required to take or to grant, and if such instructions are promptly requested, such Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from taking any action or withholding any approval under any of the Loan Documents (i) if such action or omission would, in the reasonable opinion of such Agent, violate any Applicable Law or any provision of this Agreement or any other Loan Document, or (ii) until it shall have received such instructions from Requisite Lenders or all of the applicable percentage of Lenders, as applicable. Without limiting the foregoing, no Lender shall have any right of action whatsoever against either Agent as a result of such Agent acting or refraining from acting under this Agreement Agreement, the Notes, or any of the other Loan Documents in accordance with the instructions of the applicable percentage of Lenders and, notwithstanding the instructions of Requisite Lenders, Agent shall have no obligation to take any action if itexcept in connection with its own gross negligence, in good faith, believes that such action exposes Agent bad faith or any of its officers, directors, managers, members, equity owners, employees, attorneys or agents to any personal liability unless Agent receives an indemnification satisfactory to it from Lenders with respect to such actionwillful misconduct.
Appears in 1 contract
Rights, Exculpation, Etc. Neither Agent nor any of its officers, directors, managers, members, equity owners, employees, attorneys employees or agents shall be liable to any Lender for any action lawfully taken or omitted by them hereunder or under any of the other Loan Documents, or in connection herewith or therewith; provided , except that the foregoing Agent shall not prevent Agent from being be liable to the extent of its own gross negligence or willful misconduct as determined by a final non-appealable order by a court of competent jurisdiction on a final and nonappealable basis. Notwithstanding the foregoing, Agent shall be obligated on the terms set forth herein for performance of its express duties and obligations hereunderjurisdiction. Agent shall not be liable for any apportionment or distribution of payments made by it in good faith, faith and if any such apportionment or distribution is subsequently determined to have been made in error, error the sole recourse of any Lender to whom payment was due but not made made, shall be to recover from the other Lenders any payment in excess of the amount to which they are determined to be entitled (and such other Lenders hereby agree promptly to return to such Lender any such erroneous payments received by them). In no event shall Agent be liable for punitive, special, consequential, incidental, exemplary or other similar damages. In performing its functions and duties hereunder, Agent shall exercise the same care which it would in dealing with loans for its own account. , but neither Agent nor any of its agents or representatives shall not be responsible to any Lender for any recitals, statements, representations representations, warranties or warranties made by Borrower covenants herein or for the execution, effectiveness, genuineness, validity, enforceability, collectability collectibility, or sufficiency of this Agreement or any of the other Loan Documents or the transactions contemplated thereby, or for the financial condition of Borrowerany Credit Party. Agent shall not be responsible for or have any duty to ascertain or inquire into the satisfaction of any condition set forth in Section 7.1 or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to Agent. Agent shall not be required to make any inquiry concerning either the performance or observance of any of the terms, provisions, provisions or conditions of this Agreement or any of the Loan Documents or the financial condition of Borrowerany Credit Party, or the existence or possible existence of any Default or Event of Default. Agent may at any time request instructions from Requisite Lenders or all affected Lenders with respect to any actions or approvals approvals, which by the terms of this Agreement or of any of the other Loan Documents Documents, Agent is permitted or required to take or to grant. If such instructions are promptly requested, and Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from taking any action or withholding any approval under any of the Loan Documents until it shall have received such instructions from the applicable percentage Requisite Lenders or such other portion of Lendersthe Lenders as shall be prescribed by this Agreement. Without limiting the foregoing, no Lender shall have any right of action whatsoever against Agent as a result of Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of the applicable percentage of Requisite Lenders or all affected Lenders, as applicable; and, notwithstanding the instructions of Requisite Lenders or all affected Lenders, as applicable, Agent shall have no obligation to take any action if it, that in good faith, believes that such action exposes Agent its opinion or any the opinion of its officers, directors, managers, members, equity owners, employees, attorneys or agents counsel may expose Agent to any personal liability unless Agent receives an indemnification satisfactory or is illegal or is contrary to it from Lenders with respect to such actionthe Loan Documents.
Appears in 1 contract
Samples: Second Lien Credit Agreement (Atlantis Plastics Inc)
Rights, Exculpation, Etc. Neither Agent nor any of its officers, directors, managers, members, equity owners, employees, attorneys employees or agents shall be liable to any Lender for any action lawfully taken or omitted by them hereunder or under any of the other Loan Documents, or in connection herewith or therewith; provided that the foregoing shall not prevent Agent from being be liable to the extent of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction on a final and nonappealable basis. Notwithstanding the foregoing, Agent shall be obligated on the terms set forth herein for performance of its express duties and obligations hereunder, and Agent shall be liable with respect to its own gross negligence or willful misconduct. Agent shall not be liable for any apportionment or distribution of payments made by it in good faith, and if any such apportionment or distribution is subsequently determined to have been made in error, the sole recourse of any Lender to whom payment was due but not made shall be to recover from the other Lenders any payment in excess of the amount to which they are determined to be entitled (and such other Lenders hereby agree promptly to return to such Lender any such erroneous payments received by them). In performing its functions and duties hereunder, Agent shall exercise the same care which it would in dealing with loans for its own account. Agent shall not be responsible to any Lender for any recitals, statements, representations or warranties made by Borrower Credit Parties herein or for the execution, effectiveness, genuineness, validity, enforceability, collectability collectability, or sufficiency of this Agreement or any of the other Loan Documents or the transactions contemplated thereby, or for the financial condition of BorrowerCredit Parties. Agent shall not be required to make any inquiry concerning either the performance or observance of any of the terms, provisions, or conditions of this Agreement or any of the Loan Documents or the financial condition of BorrowerCredit Parties, or the existence or possible existence of any Default or Event of Default. Agent may at any time request instructions from Lenders with respect to any actions or approvals which by the terms of this Agreement or of any of the other Loan Documents Agent is permitted or required to take or to grant, and Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from taking any action or withholding any approval under any of the Loan Documents until it shall have received such instructions from the applicable percentage of Lenders. Without limiting the foregoing, no Lender shall have any right of action whatsoever against Agent as a result of Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of the applicable percentage of Lenders Lenders, and, notwithstanding the instructions of Lenders, Agent shall have no obligation to take any action if it, it in good faith, faith believes that such action exposes Agent or any of its officers, directors, managers, members, equity owners, employees, attorneys employees or agents to any personal liability unless Agent receives an indemnification reasonably satisfactory to it from Lenders with respect to such action.
Appears in 1 contract
Samples: Revolving Credit, Term Loan and Security Agreement (Firearms Training Systems Inc)
Rights, Exculpation, Etc. TC "Section 8.3 Rights, Exculpation, Etc." \f C \l "2" Neither the Agent nor any of its Affiliates nor any of their respective officers, directors, managersemployees, members, equity owners, employeesagents, attorneys or agents consultants shall be liable to any Lender for any action lawfully taken or omitted by them it or such Person hereunder or under any of the other Loan Credit Documents, or in connection herewith or therewith; provided , except that (i) the foregoing shall not prevent Agent from being be liable to the extent of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction on a final and nonappealable basis. Notwithstanding the foregoing, Agent shall be obligated on the terms set forth herein for performance of its express duties and obligations hereunder, and (ii) neither the Agent nor any such other Person shall have any liability hereunder or under any other Credit Document except to the extent arising out of its own gross negligence or willful misconduct (as determined by the final judgment of a court of competent jurisdiction). The Agent shall not be liable for any apportionment or distribution of payments made by it in good faith, faith pursuant to the terms of this Agreement and if any such apportionment or distribution is subsequently determined to have been made in error, error the sole recourse of any Lender to whom payment was due due, but not made made, shall be to recover from the other Lenders any payment in excess of the amount to which they are determined to be entitled (and such other Lenders hereby agree promptly to return to such Lender any such erroneous payments received by them)have been entitled. In performing its functions and duties hereunder, Agent shall exercise the same care which it would in dealing with loans for its own account. The Agent shall not be responsible to any Lender for any recitals, statements, representations or warranties made by the Borrower herein or any Subsidiary thereof in this Agreement or in any other Credit Document or in any other document, certificate, report or financial statement delivered by the Borrower or any Subsidiary thereof in connection herewith or therewith or for the execution, effectiveness, genuineness, validity, enforceability, collectability collectibility, or sufficiency of this Agreement or any of the other Loan Documents Credit Documents, or any of the transactions contemplated thereby, or for the financial condition of Borrowerthe Borrower or any of its Subsidiaries. The Agent shall not be required to make any inquiry concerning either the performance or observance of any of the terms, provisions, or conditions of this Agreement or any of the Loan Credit Documents or the financial condition of Borrower, the Borrower or its Subsidiaries or the existence or possible existence of any Potential Event of Default or Event of Default. The Agent may at any time request instructions from the Lenders with respect to any actions or approvals which by the terms of this Agreement or of any of the other Loan Credit Documents the Agent is permitted or required to take or to grant, and if such instructions are promptly requested, the Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under incur any liability whatsoever to any Person for refraining from taking any action or withholding any approval under any of the Loan Credit Documents until it shall have received such instructions from the applicable percentage Required Lenders or, to the extent specifically provided herein, all the Lenders or unless it shall first be indemnified by the Lenders against any and all liability and expense which may be incurred by it by reason of Lendersrefraining to take any action or withholding any approval. Without limiting the foregoing, no Lender shall have any right of action whatsoever against the Agent as a result of the Agent acting or refraining from acting under this Agreement or any of the other Loan Credit Documents in accordance with the instructions of the applicable percentage of Required Lenders andor, notwithstanding to the instructions of extent specifically provided herein, all the Lenders, Agent and such instructions shall have no obligation to take any action if it, in good faith, believes that such action exposes Agent or any of its officers, directors, managers, members, equity owners, employees, attorneys or agents to any personal liability unless Agent receives an indemnification satisfactory to it from be binding upon all Lenders with respect to such action(including their successors and assigns).
Appears in 1 contract
Rights, Exculpation, Etc. Neither Agent nor any of its ------------------------- officers, directors, managers, members, equity owners, employees, attorneys employees or agents shall be liable to any Lender for any action lawfully taken or omitted by them hereunder or under any of the other Loan Documents, or in connection herewith or therewith; provided , except that the foregoing shall not prevent Agent from being be liable to the extent of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction on a final and nonappealable basis. Notwithstanding the foregoing, Agent shall be obligated on the terms set forth herein for performance of its express duties and obligations hereunder, and except that Agent shall be liable with respect to its own gross negligence or willful misconduct. Agent shall not be liable for any apportionment appor-tionment or distribution of payments made by it in good faith, faith and if any such apportionment or distribution is subsequently determined deter-mined to have been made in error, error the sole recourse of any Lender to whom payment was due but not made made, shall be to recover from the other Lenders any payment in excess of the amount to which they are determined to be entitled (and such other Lenders hereby agree promptly to return to such Lender any such erroneous payments received by them). In performing its functions and duties hereunder, Agent shall exercise the same care which it would in dealing with loans for its own account. , but Agent shall not be responsible to any Lender for any recitals, statements, representations or warranties made by Borrower herein or for the execution, effectiveness, genuineness, validity, enforceability, collectability collectibility, or sufficiency of this Agreement or any of the other Loan Documents or the transactions contemplated thereby, or for the financial condition of Borrowerany Loan Party. Agent shall not be required to make any inquiry concerning either the performance or observance of any of the terms, provisions, provisions or conditions of this Agreement or any of the Loan Documents or the financial condition of Borrowerany Loan Party, or the existence or possible existence of any Default or Event of Default. Agent may at any time request instructions from Lenders with respect to any actions or approvals which by the terms of this Agreement or of any of the other Loan Documents Agent is permitted or required to take or to grant, and Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from taking any action or withholding any approval under any of the Loan Documents until it shall have received such instructions from the applicable percentage of the Lenders. Without limiting the foregoing, no Lender shall have any right of action whatsoever against Agent as a result of Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of the applicable percentage of the Lenders and, and notwithstanding the instructions of Lenders, Agent shall have no obligation to take any action if it, in good faith, faith believes that such action exposes Agent or any of its officers, directors, managers, members, equity owners, employees, attorneys or agents to any personal liability unless Agent receives an indemnification satisfactory to it from Lenders with respect to such actionliability.
Appears in 1 contract
Samples: Loan and Security Agreement (Gradall Industries Inc)
Rights, Exculpation, Etc. Neither Agent nor Each of Administrative Agent, their respective Affiliates and any of its their or their Affiliates’ respective officers, directors, managers, members, equity owners, employees, attorneys Administrative Agent or agents attorneys-in-fact shall not be liable to any Lender for any action lawfully taken or omitted by them hereunder or under any of the other Loan Documents, or in connection herewith or therewith; provided , except that the foregoing each such entity shall not prevent Agent from being be liable with respect to the extent of its own gross negligence negligence, bad faith or willful misconduct as determined by a court of competent jurisdiction on a final and nonappealable basismisconduct. Notwithstanding the foregoing, Agent shall be obligated on the terms set forth herein for performance of its express duties and obligations hereunder. Administrative Agent shall not be liable for any apportionment or distribution of payments made by it in good faith, faith and if any such apportionment or distribution is subsequently determined to have been made in error, the sole recourse of any Lender to whom payment was due but not made shall be to recover from the other Lenders any payment in excess of the amount to which they are determined to be entitled (and such other Lenders hereby agree promptly to return to such Lender any such erroneous payments received by them). In performing its functions and duties hereunder, Administrative Agent shall exercise the same care which it would in dealing with loans for its own account. , but Administrative Agent shall not be responsible to any Lender for any recitals, statements, representations or warranties made by Borrower herein or for the execution, effectiveness, genuineness, validity, enforceability, collectability collectibility or sufficiency of this Agreement or any of the other Loan Documents or the transactions contemplated thereby, or for the financial condition of Borrower. Agent shall not be required to make any inquiry concerning either the performance or observance of any of the terms, provisions, or conditions of this Agreement or any of the Loan Documents or the financial condition of Borrower, or the existence or possible existence of any Default or Event of DefaultParties. Administrative Agent may at any time request instructions from Lenders with respect to any actions or approvals which by the terms of this Agreement or of any of the other Loan Documents Administrative Agent is permitted or required to take or to grant, and if such instructions are promptly requested, Administrative Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from taking any action or withholding any approval under any of the Loan Documents (i) if such action or omission would, in the reasonable opinion of Administrative Agent, violate any Applicable Law or any provision of this Agreement or any other Loan Document, or (ii) until it shall have received such instructions from the applicable percentage Requisite Lenders or all of Lenders, as applicable. Without limiting the foregoing, no Lender shall have any right of action whatsoever against Administrative Agent as a result of Administrative Agent acting or refraining from acting under this Agreement Agreement, the Notes, or any of the other Loan Documents in accordance with the instructions of the applicable percentage of Lenders and, notwithstanding the instructions of Requisite Lenders, Agent shall have no obligation to take any action if itexcept in connection with its own gross negligence, in good faith, believes that such action exposes Agent bad faith or any of its officers, directors, managers, members, equity owners, employees, attorneys or agents to any personal liability unless Agent receives an indemnification satisfactory to it from Lenders with respect to such actionwillful misconduct.
Appears in 1 contract
