Role of Issuing Lender. Each Applicable Lender and GWI agree that, in paying any drawing under a Letter of Credit, the Issuing Lender shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the Issuing Lender, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the Issuing Lender shall be liable to any Applicable Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Applicable Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. GWI hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude GWI’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the Issuing Lender, the Agents, any of their respective Related Parties nor any correspondent, participant or assignee of the Issuing Lender, shall be liable or responsible for any of the matters described in clauses (a) through (e) of §5.4; provided, however, that anything in such clauses to the contrary notwithstanding, GWI may have a claim against the Issuing Lender, and the Issuing Lender may be liable to GWI, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by GWI which GWI proves were caused by the Issuing Lender’s willful misconduct or gross negligence or the Issuing Lender’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the Issuing Lender may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the Issuing Lender shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
Appears in 6 contracts
Samples: Senior Secured Syndicated Facility Agreement (Genesee & Wyoming Inc), Syndicated Facility Agreement (Genesee & Wyoming Inc), Syndicated Facility Agreement (Genesee & Wyoming Inc)
Role of Issuing Lender. Each Applicable Revolving Lender and GWI the Borrower agree that, in paying any drawing under a Letter of Credit, the Issuing Lender shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the Issuing Lender, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the Issuing Lender shall be liable to any Applicable Revolving Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Applicable Lenders or the Required Requisite Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer LOC Document. GWI The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude GWIthe Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the Issuing Lender, the AgentsAdministrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the Issuing Lender, Lender shall be liable or responsible for any of the matters described in clauses (ai) through (ev) of §5.4Section 2.2(e); provided, however, that anything in such clauses to the contrary notwithstanding, GWI the Borrower may have a claim against the Issuing Lender, and the Issuing Lender may be liable to GWIthe Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by GWI the Borrower which GWI the Borrower proves were caused by the Issuing Lender’s willful misconduct or gross negligence or the Issuing Lender’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the Issuing Lender may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the Issuing Lender shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
Appears in 6 contracts
Samples: Credit Agreement (Amn Healthcare Services Inc), Credit Agreement (Amn Healthcare Services Inc), Credit Agreement (Amn Healthcare Services Inc)
Role of Issuing Lender. Each Applicable Lender and GWI the Borrower agree that, in paying any drawing L/C Disbursement under a Letter of Credit, the an Issuing Lender shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the Issuing LenderLenders, the Administrative Agent, any of their respective Agent Related Parties nor any correspondent, participant or assignee of the any Issuing Lender shall be liable to any Applicable Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Applicable Revolving Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconductmisconduct (as determined by a final and nonappealable decision of a court of competent jurisdiction); or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. GWI The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude GWIthe Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the Issuing LenderLenders, the AgentsAdministrative Agent, any of their respective Agent Related Parties nor any correspondent, participant or assignee of the any Issuing Lender, Lender shall be liable or responsible for any of the matters described in clauses (a) through (e) of §5.4Section 3.10; provided, however, that anything in such clauses Section to the contrary notwithstanding, GWI the Borrower may have a claim against the an Issuing Lender, and the an Issuing Lender may be liable to GWIthe Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by GWI the Borrower which GWI proves were caused by the such Issuing Lender’s willful misconduct or gross negligence or the such Issuing Lender’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of CreditCredit (in each case, as determined by a final and nonappealable decision of a court of competent jurisdiction). In furtherance and not in limitation of the foregoing, the an Issuing Lender may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the an Issuing Lender shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. An Issuing Lender may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.
Appears in 6 contracts
Samples: Credit Agreement (On Semiconductor Corp), Credit Agreement (On Semiconductor Corp), Credit Agreement (On Semiconductor Corp)
Role of Issuing Lender. Each Applicable Lender and GWI Borrower agree that, in paying any drawing under a Letter of Credit, the Issuing Lender shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None No Administrative Agent-Related Person nor any of the Issuing Lenderrespective correspondents, the Administrative Agent, any participants or assignees of their respective Related Parties nor any correspondent, participant or assignee of the Issuing Lender shall be liable to any Applicable Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Applicable Lenders or the Required Requisite Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer DocumentCredit. GWI Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude GWIBorrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None No Administrative Agent-Related Person, nor any of the Issuing Lenderrespective correspondents, the Agents, any participants or assignees of their respective Related Parties nor any correspondent, participant or assignee of the Issuing Lender, shall be liable or responsible for any of the matters described in clauses subsection (ag) through (e) of §5.4; provided, however, that anything in such clauses to the contrary notwithstanding, GWI may have a claim against the Issuing Lender, and the Issuing Lender may be liable to GWI, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by GWI which GWI proves were caused by the Issuing Lender’s willful misconduct or gross negligence or the Issuing Lender’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Creditabove. In furtherance and not in limitation of the foregoing, the Issuing Lender may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the Issuing Lender shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
Appears in 5 contracts
Samples: Credit Agreement (Epicor Software Corp), Credit Agreement (Wireless Facilities Inc), Credit Agreement (Quantum Corp /De/)
Role of Issuing Lender. Each Applicable Revolving Lender and GWI the Borrowers agree that, in paying any drawing under a Letter of Credit, the Issuing Lender shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the Issuing Lender, the Administrative Agent, any of their respective Related Agent Parties nor any correspondentof the respective correspondents, participant participants or assignee assignees of the Issuing Lender shall be liable to any Applicable Revolving Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Applicable Lenders or Lenders, the Required Lenders, or Revolving Lenders holding in the aggregate more than fifty percent (50%) of the Revolving Commitments, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer DocumentLetter of Credit application. GWI The Borrowers hereby assumes assume all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude GWI’s the Borrowers’ pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the Issuing Lender, the Agentsany Agent Parties, nor any of their the respective Related Parties nor any correspondentcorrespondents, participant participants or assignee assignees of the Issuing Lender, shall be liable or responsible for any of the matters described in clauses (ai) through (eviii) of §5.4Section 2.4(f); provided, however, that anything in such clauses to the contrary notwithstanding, GWI the Borrowers may have a claim against the Issuing Lender, and the Issuing Lender may be liable to GWIthe Borrowers, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by GWI which GWI proves the Borrowers that the Borrowers prove were caused by the Issuing Lender’s willful misconduct or gross negligence or the Issuing Lender’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the Issuing Lender may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the Issuing Lender shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which that may prove to be invalid or ineffective for any reason. The Issuing Lender may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.
Appears in 4 contracts
Samples: Credit Agreement (Speedway Motorsports LLC), Credit Agreement (Speedway Motorsports LLC), Credit Agreement (Speedway Motorsports Inc)
Role of Issuing Lender. Each Applicable Lender and GWI the Borrower agree that, in paying any drawing under a Letter of Credit, the Issuing Lender shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the Issuing Lender, the Administrative any Agent, -Related Person nor any of their the respective Related Parties nor any correspondentcorrespondents, participant participants or assignee assignees of the Issuing Lender shall be liable to any Applicable Lender for (ia) any action taken or omitted in connection herewith at the request or with the approval of the Applicable Lenders or the Required Majority Lenders, as applicable; (iib) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iiic) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer DocumentApplication. GWI The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude GWIthe Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the Issuing Lender, the Agentsany Agent-Related Person, nor any of their the respective Related Parties nor any correspondentcorrespondents, participant participants or assignee assignees of the Issuing Lender, shall be liable or responsible for any of the matters described in clauses (ai) through (ev) of §5.4Section 3.5; provided, however, that anything in such clauses (i) through (v) to the contrary notwithstanding, GWI the Borrower may have a claim against the Issuing Lender, and the Issuing Lender may be liable to GWIthe Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by GWI the Borrower which GWI the Borrower proves were caused by the Issuing Lender’s willful misconduct or gross negligence or the Issuing Lender’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the Issuing Lender may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the Issuing Lender shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
Appears in 4 contracts
Samples: Credit Agreement (Symetra Financial CORP), Credit Agreement (White Mountains Insurance Group LTD), Assignment and Assumption (Symetra Financial CORP)
Role of Issuing Lender. Each Applicable Lender and GWI the Borrower agree that, in paying any drawing under a Letter of Credit, the Issuing Lender shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the Issuing Lender, the Administrative any Agent, -Related Person nor any of their the respective Related Parties nor any correspondentcorrespondents, participant participants or assignee assignees of the Issuing Lender shall be liable to any Applicable Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Applicable Lenders or the Required Lenders, as applicable; , (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; misconduct or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer DocumentLetter of Credit Application. GWI The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude GWIthe Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the Issuing Lender, the Agentsany Agent-Related Person, nor any of their the respective Related Parties nor any correspondentcorrespondents, participant participants or assignee assignees of the Issuing Lender, shall be liable or responsible for any of the matters described in clauses (ai) through (ev) of §5.4Section 2.2(e); provided, however, that anything in such clauses to the contrary notwithstanding, GWI the Borrower may have a claim against the Issuing Lender, and the Issuing Lender may be liable to GWIthe Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by GWI the Borrower which GWI the Borrower proves were caused by the Issuing Lender’s willful misconduct or gross negligence or the Issuing Lender’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the Issuing Lender may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, investigation and the Issuing Lender shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
Appears in 4 contracts
Samples: Revolving Credit Agreement (Polaris Industries Inc/Mn), Revolving Credit Agreement (Polaris Industries Inc/Mn), Day Revolving Credit Agreement (Polaris Industries Inc/Mn)
Role of Issuing Lender. Each Applicable Lender and GWI the Borrower agree that, in paying any drawing under a Letter of Credit, the Issuing Lender shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the such Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the Issuing Lender, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the Issuing Lender shall be liable to any Applicable Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Applicable Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer LOC Document. GWI The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude GWI’s the Borrower from pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the Issuing Lender, the AgentsAdministrative Agent, the Lenders, any of their respective Related Parties nor any correspondent, participant or assignee of the Issuing Lender, Lender shall be liable or responsible for any of the matters described in clauses (ai) through (ev) of §5.4Section 2.6(c); provided, however, that anything in such clauses to the contrary notwithstanding, GWI the Borrower may have a claim against the Issuing Lender, and the Issuing Lender may be liable to GWIthe Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by GWI the Borrower which GWI proves the Borrower prove were caused by the Issuing Lender’s willful misconduct or gross negligence or the Issuing Lender’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the Issuing Lender may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the Issuing Lender shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
Appears in 3 contracts
Samples: Credit Agreement (Cree, Inc.), Credit Agreement (Cree Inc), Credit Agreement (Cree Inc)
Role of Issuing Lender. Each Applicable Lender and GWI the Borrower agree that, in paying any drawing under a Letter of Credit, the Issuing Lender shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the Issuing Lender, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the Issuing Lender shall be liable to any Applicable Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Applicable Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. GWI The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude GWIthe Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the Issuing Lender, the AgentsAgent, any of their respective Related Parties nor any correspondent, participant or assignee of the Issuing Lender, shall be liable or responsible for any of the matters described in clauses (ai) through (ev) of §5.4Section 2.4(e); provided, however, that anything in such clauses to the contrary notwithstanding, GWI the Borrower may have a claim against the Issuing Lender, and the Issuing Lender may be liable to GWIthe Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by GWI the Borrower which GWI proves were caused by the Issuing Lender’s willful misconduct or gross negligence or the Issuing Lender’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the Issuing Lender may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the Issuing Lender shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
Appears in 3 contracts
Samples: Credit and Security Agreement (Ameresco, Inc.), Credit and Security Agreement (Ameresco, Inc.), Credit and Security Agreement (Ameresco, Inc.)
Role of Issuing Lender. Each Applicable Lender and GWI the Borrower agree that, in paying any drawing under a Letter of Credit, the no Issuing Lender shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the Issuing Lender, the Administrative AgentLenders, any of their respective Agent-Related Parties Person nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of any Issuing Lender shall be liable to any Applicable Lender for (ia) any action taken or omitted in connection herewith at the request or with the approval of the Applicable Lenders or the Required Majority Lenders, as applicable; (iib) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iiic) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer DocumentApplication. GWI The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude GWIthe Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the Issuing Lender, the AgentsLenders, any of their respective Agent-Related Parties Person, nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of any Issuing Lender, shall be liable or responsible for any of the matters described in clauses (ai) through (ev) of §5.4Section 3.5; provided, however, that anything in such clauses (i) through (v) to the contrary notwithstanding, GWI the Borrower may have a claim against the an Issuing Lender, and the such Issuing Lender may be liable to GWIthe Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by GWI the Borrower which GWI the Borrower proves were caused by the such Issuing Lender’s willful misconduct or gross negligence or the such Issuing Lender’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the each Issuing Lender may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the no Issuing Lender shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
Appears in 3 contracts
Samples: Credit Agreement (White Mountains Insurance Group LTD), Credit Agreement (White Mountains Insurance Group LTD), Credit Agreement (White Mountains Insurance Group LTD)
Role of Issuing Lender. Each Applicable Lender and GWI agree the Borrower agrees that, in paying any drawing under a Letter of Credit, the Issuing Lender shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the Issuing Lender, the Administrative any Agent, -Related Person nor any of their the respective Related Parties nor any correspondentcorrespondents, participant participants or assignee assignees of the Issuing Lender shall be liable to any Applicable Lender for (ia) any action taken or omitted in connection herewith at the request or with the approval of the Applicable Lenders or the Required Majority Lenders, as applicable; (iib) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iiic) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer DocumentApplication. GWI The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude GWIthe Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the Issuing Lender, the Agentsany Agent-Related Person, nor any of their the respective Related Parties nor any correspondentcorrespondents, participant participants or assignee assignees of the Issuing Lender, shall be liable or responsible for any of the matters described in clauses (ai) through (ev) of §5.4Section 3.5; provided, however, that anything in such clauses (i) through (v) to the contrary notwithstanding, GWI the Borrower may have a claim against the Issuing Lender, and the Issuing Lender may be liable to GWIthe Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by GWI the Borrower which GWI the Borrower proves were caused by the Issuing Lender’s willful misconduct or gross negligence or the Issuing Lender’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the Issuing Lender may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the Issuing Lender shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
Appears in 3 contracts
Samples: Credit Agreement (OneBeacon Insurance Group, Ltd.), Credit Agreement (White Mountains Insurance Group LTD), Credit Agreement (OneBeacon Insurance Group, Ltd.)
Role of Issuing Lender. Each Applicable Lender and GWI the Company agree that, in paying any drawing under a Letter of Credit, the applicable Issuing Lender shall not have any responsibility to obtain any document (other than any sight or time draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the Issuing Lender, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the Issuing Lender shall be liable to any Applicable Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Applicable Majority in Interest of the Dollar Tranche Revolving Lenders, all of the Dollar Tranche Revolving Lenders, the Required Lenders or all of the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. GWI The Company hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude GWIthe Company’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the applicable Issuing Lender, the AgentsAdministrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the Issuing Lender, Lender shall be liable or responsible for any of the matters described in clauses (a) through (e) of §5.4Section 2.06(f); provided, however, that anything in such clauses to the contrary notwithstanding, GWI the Company may have a claim against the applicable Issuing Lender, and the applicable Issuing Lender may be liable to GWIthe Company, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by GWI the Company which GWI proves the Company proves, as determined by a final nonappealable judgment of a court of competent jurisdiction, were caused by the such Issuing Lender’s willful misconduct or gross negligence or the such Issuing Lender’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight or time draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the Issuing Lender may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the applicable Issuing Lender shall not be responsible for the validity or sufficiency of any instrument transferring transferring, endorsing or assigning or purporting to transfer transfer, endorse or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. The applicable Issuing Lender may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.
Appears in 3 contracts
Samples: Credit Agreement (Abm Industries Inc /De/), Credit Agreement (Abm Industries Inc /De/), Credit Agreement (Abm Industries Inc /De/)
Role of Issuing Lender. Each Applicable Revolving Lender and GWI the Borrowers agree that, in paying any drawing under a Letter of Credit, the Issuing Lender shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the Issuing Lender, the Administrative Agent, any of their respective Related Agent Parties nor any correspondentof the respective correspondents, participant participants or assignee assignees of the Issuing Lender shall be liable to any Applicable Revolving Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Applicable Lenders or Lenders, the Required Lenders, or Revolving Lenders holding in the aggregate more than 50% of the Revolving Commitments, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer DocumentLetter of Credit application. GWI The Borrowers hereby assumes assume all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude GWI’s the Borrowers’ pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the Issuing Lender, the Agentsany Agent Parties, nor any of their the respective Related Parties nor any correspondentcorrespondents, participant participants or assignee assignees of the Issuing Lender, shall be liable or responsible for any of the matters described in clauses (ai) through (ev) of §5.4Section 2.4(f); provided, however, that anything in such clauses to the contrary notwithstanding, GWI the Borrowers may have a claim against the Issuing Lender, and the Issuing Lender may be liable to GWIthe Borrowers, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by GWI which GWI proves the Borrowers that the Borrowers prove were caused by the Issuing Lender’s willful misconduct or gross negligence or the Issuing Lender’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the Issuing Lender may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the Issuing Lender shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which that may prove to be invalid or ineffective for any reason.
Appears in 2 contracts
Samples: Credit Agreement (New Hampshire Motor Speedway, Inc.), Credit Agreement (Inex Corp)
Role of Issuing Lender. Each Applicable Lender and GWI Borrower Party agree that, in paying any drawing under a Letter of Credit, the Issuing Lender shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None No Administrative Agent-Related Person nor any of the Issuing Lenderrespective correspondents, the Administrative Agent, any participants or assignees of their respective Related Parties nor any correspondent, participant or assignee of the Issuing Lender shall be liable to any Applicable Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Applicable Lenders or the Required Requisite Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer DocumentCredit. GWI Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude GWI’s Borrower's pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None No Administrative Agent-Related Person, nor any of the Issuing Lenderrespective correspondents, the Agents, any participants or assignees of their respective Related Parties nor any correspondent, participant or assignee of the Issuing Lender, shall be liable or responsible for any of the matters described in clauses subsection (ag) through (e) of §5.4; provided, however, that anything in such clauses to the contrary notwithstanding, GWI may have a claim against the Issuing Lender, and the Issuing Lender may be liable to GWI, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by GWI which GWI proves were caused by the Issuing Lender’s willful misconduct or gross negligence or the Issuing Lender’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Creditabove. In furtherance and not in limitation of the foregoing, the Issuing Lender may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the Issuing Lender shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
Appears in 2 contracts
Samples: Credit Agreement (Esco Technologies Inc), Credit Agreement (Esco Technologies Inc)
Role of Issuing Lender. Each Applicable Revolver Lender and GWI the Borrower agree that, in paying any drawing under a Letter of Credit, the Issuing Lender shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the Issuing Lender, the Administrative Agent, any of their respective Related Parties Affiliates nor any correspondent, participant or assignee of the Issuing Lender shall be liable to any Applicable Revolver Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Applicable Revolver Lenders or the Required Revolver Lenders, as applicable; (ii) any action taken or omitted in the absence of bad faith, gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. GWI The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude GWIthe Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the Issuing Lender, the AgentsAdministrative Agent, any Revolving Lender or any of their respective Related Parties Affiliates nor any correspondent, participant or assignee of the Issuing Lender, Lender or any Revolving Lender shall be liable or responsible for any of the matters described in clauses (ai) through (ev) of §5.4Section 2.16(e); provided, however, that anything in such clauses to the contrary notwithstanding, GWI the Borrower may have a claim against the Issuing Lender, and the Issuing Lender may be liable to GWIthe Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by GWI the Borrower which GWI the Borrower proves were caused by the Issuing Lender’s bad faith, willful misconduct or gross negligence or the Issuing Lender’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the Issuing Lender may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the Issuing Lender shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
Appears in 2 contracts
Samples: Credit Agreement (Qwest Communications International Inc), Credit Agreement (Qwest Communications International Inc)
Role of Issuing Lender. Each Applicable Lender and GWI the Borrowers agree that, in paying any drawing under a Letter of Credit, the Issuing Lender shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the Issuing Lender, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the Issuing Lender shall be liable to any Applicable Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Applicable Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. GWI The Borrowers hereby assumes assume all risks of the acts or omissions of any beneficiary or transferee with respect to its such beneficiary's or transferee's use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude GWI’s the Borrowers' pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the Issuing Lender, the AgentsAdministrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the Issuing Lender, shall be liable or responsible for any of the matters described in clauses (a) through (e) of §5.43.4; provided, however, that anything in such clauses to the contrary notwithstanding, GWI the Borrowers may have a claim against the Issuing Lender, and the Issuing Lender may be liable to GWIthe Borrowers, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by GWI Borrowers which GWI proves the Borrowers prove were caused by the Issuing Lender’s 's willful misconduct or gross negligence or the Issuing Lender’s 's willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the Issuing Lender may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the Issuing Lender shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
Appears in 2 contracts
Samples: Revolving Credit and Term Loan Agreement (Waste Connections Inc/De), Revolving Credit and Term Loan Agreement (Waste Connections Inc/De)
Role of Issuing Lender. Each Applicable Lender and GWI Borrower Party agree that, in paying any drawing under a Letter of Credit, the Issuing Lender shall not have any responsibility to obtain any document (other than any sight draft, draft and certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None No Administrative Agent-Related Person nor any of the Issuing Lenderrespective correspondents, the Administrative Agent, any participants or assignees of their respective Related Parties nor any correspondent, participant or assignee of the Issuing Lender shall be liable to any Applicable Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Applicable Lenders or the Required Requisite Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer DocumentCredit. GWI Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude GWIBorrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None No Administrative Agent-Related Person, nor any of the Issuing Lenderrespective correspondents, the Agents, any participants or assignees of their respective Related Parties nor any correspondent, participant or assignee of the Issuing Lender, shall be liable or responsible for any of the matters described in clauses subsection (ag) through (e) of §5.4; provided, however, that anything in such clauses to the contrary notwithstanding, GWI may have a claim against the Issuing Lender, and the Issuing Lender may be liable to GWI, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by GWI which GWI proves were caused by the Issuing Lender’s willful misconduct or gross negligence or the Issuing Lender’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Creditabove. In furtherance and not in limitation of the foregoing, the Issuing Lender may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the Issuing Lender shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
Appears in 2 contracts
Samples: Credit Agreement (Stater Bros Holdings Inc), Credit Agreement (Stater Bros Holdings Inc)
Role of Issuing Lender. Each Applicable Revolving Lender and GWI the Borrower agree that, in paying any drawing under a Letter of Credit, the Issuing Lender shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the Issuing Lender, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the Issuing Lender shall be liable to any Applicable Revolving Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Applicable Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer LOC Document. GWI The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude GWIthe Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the Issuing Lender, the AgentsAdministrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the Issuing Lender, Lender shall be liable or responsible for any of the matters described in clauses (ai) through (ev) of §5.4Section 2.2(e); provided, however, that anything in such clauses to the contrary notwithstanding, GWI the Borrower may have a claim against the Issuing Lender, and the Issuing Lender may be liable to GWIthe Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by GWI the Borrower which GWI the Borrower proves were caused by the Issuing Lender’s willful misconduct or gross negligence or the Issuing Lender’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the Issuing Lender may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the Issuing Lender shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
Appears in 2 contracts
Samples: Credit Agreement (Amn Healthcare Services Inc), Credit Agreement (Amn Healthcare Services Inc)
Role of Issuing Lender. Each Applicable Lender and GWI the Borrower agree that, in paying any drawing under a Letter of Credit, the Issuing Lender shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the Issuing Lender, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the Issuing Lender shall be liable to any Applicable Lender for (ia) any action taken or omitted in connection herewith at the request or with the approval of the Applicable Lenders or the Required Lenders, as applicable; (iib) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iiic) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. GWI The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude GWI’s the Borrower from pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the Issuing Lender, the AgentsAdministrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the Issuing Lender, Lender shall be liable or responsible for any of the matters described in clauses (a) through (e) of §5.4Section 4.1.5; provided, however, that anything in such clauses to the contrary notwithstanding, GWI the Borrower may have a claim against the Issuing Lender, and the Issuing Lender may be liable to GWIthe Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by GWI the Borrower which GWI the Borrower proves were caused by the Issuing Lender’s willful misconduct or gross negligence or the Issuing Lender’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the Issuing Lender may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the Issuing Lender shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Coach Inc), Revolving Credit Agreement (Coach Inc)
Role of Issuing Lender. Each Applicable Lender and GWI the Parent Borrower agree that, in paying any drawing under a Letter of Credit, the Issuing Lender shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the Issuing Lender, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the Issuing Lender shall be liable to any Applicable Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Applicable Revolving Credit Lenders or the Required Revolving Credit Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Loan Document. GWI The Parent Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude GWIthe Parent Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the Issuing Lender, the AgentsAdministrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the Issuing Lender, Lender shall be liable or responsible for any of the matters described in clauses (ai) through (ev) of §5.4Section 3.1(f); provided, however, that anything in such clauses to the contrary notwithstanding, GWI the Parent Borrower may have a claim against the Issuing Lender, and the Issuing Lender may be liable to GWIthe Parent Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by GWI the Parent Borrower which GWI the Parent Borrower proves were caused by the Issuing Lender’s willful misconduct or gross negligence or the Issuing Lender’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the Issuing Lender may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the Issuing Lender shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. The Issuing Lender may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.
Appears in 2 contracts
Samples: Credit Agreement (Aci Worldwide, Inc.), Credit Agreement (Aci Worldwide, Inc.)
Role of Issuing Lender. Each Applicable Lender and GWI the Borrower agree that, in paying any drawing under a Letter of Credit, the Issuing Lender shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the Issuing Lender, the Administrative any Agent, -Related Person nor any of their the respective Related Parties nor any correspondentcorrespondents, participant participants or assignee assignees of the Issuing Lender shall be liable to any Applicable Lender for (ia) any action taken or omitted in connection herewith at the request or with the approval of the Applicable Lenders or the Required Lenders, as applicable; (iib) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iiic) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer DocumentLetter of Credit Application. GWI The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude GWI’s the Borrower's pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the Issuing Lender, the Agentsany Agent-Related Person, nor any of their the respective Related Parties nor any correspondentcorrespondents, participant participants or assignee assignees of the Issuing Lender, shall be liable or responsible for any of the matters described in clauses (a) through (ef) of §5.4Section 3.5; provided, however, that anything in such clauses to the contrary notwithstanding, GWI the Borrower may have a claim against the Issuing Lender, and the Issuing Lender may be liable to GWIthe Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by GWI the Borrower which GWI the Borrower proves were caused by the Issuing Lender’s 's willful misconduct or gross negligence or the Issuing Lender’s 's willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the Issuing Lender may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the Issuing Lender shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
Appears in 2 contracts
Samples: Credit Agreement (Perkinelmer Inc), Perkinelmer Inc
Role of Issuing Lender. Each Applicable Lender and GWI the Borrower agree that, in paying any drawing under a Letter of Credit, the Issuing Lender shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the Issuing Lender, the Administrative any Agent, -Related Person nor any of their the respective Related Parties nor any correspondentcorrespondents, participant participants or assignee assignees of the Issuing Lender shall be liable to any Applicable Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Applicable Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer DocumentLetter of Credit Application. GWI The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude GWI’s the Borrower's pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the Issuing Lender, the Agentsany Agent-Related Person, nor any of their the respective Related Parties nor any correspondentcorrespondents, participant participants or assignee assignees of the Issuing Lender, shall be liable or responsible for any of the matters described in clauses (ai) through (eiv) of §5.4Section 2.2(e); provided, however, that anything in such clauses to the contrary notwithstanding, GWI the Borrower may have a claim against the Issuing Lender, and the Issuing Lender may be liable to GWIthe Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by GWI the Borrower which GWI the Borrower proves were caused by the Issuing Lender’s 's willful misconduct or gross negligence or the Issuing Lender’s 's willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the Issuing Lender may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the Issuing Lender shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
Appears in 2 contracts
Samples: Credit Agreement (CNL Retirement Properties Inc), Credit Agreement (CNL Retirement Properties Inc)
Role of Issuing Lender. Each Applicable Lender and GWI the Borrower agree that, in paying any drawing under a Letter of Credit, the Issuing Lender shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the Issuing Lender, the Administrative any Agent, -Related Person nor any of their the respective Related Parties nor any correspondentcorrespondents, participant participants or assignee assignees of the Issuing Lender shall be liable to any Applicable Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Applicable Lenders or the Required Lenders, as applicable; , (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; misconduct or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer DocumentLetter of Credit Application. GWI The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude GWIthe Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the Issuing Lender, the Agentsany Agent-Related Person, nor any of their the respective Related Parties nor any correspondentcorrespondents, participant participants or assignee assignees of the Issuing Lender, shall be liable or responsible for any of the matters described in clauses (ai) through (ev) of §5.4; provided, however, that anything in such clauses to the contrary notwithstanding, GWI may have a claim against the Issuing Lender, and the Issuing Lender may be liable to GWI, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by GWI which GWI proves were caused by the Issuing Lender’s willful misconduct or gross negligence or the Issuing Lender’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of CreditSection 2.2(e). In furtherance and not in limitation of the foregoing, the Issuing Lender may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, investigation and the Issuing Lender shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Pan Pacific Retail Properties Inc), Revolving Credit Agreement (Pan Pacific Retail Properties Inc)
Role of Issuing Lender. Each Applicable Lender and GWI each Borrower agree that, in paying any drawing under a Letter of Credit, none of the Issuing Lender Lenders shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the Issuing LenderLenders, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the any Issuing Lender shall be liable to any Applicable Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Applicable Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. GWI Each Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude GWIany Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the Issuing LenderLenders, the AgentsAdministrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the any Issuing Lender, Lender shall be liable or responsible for any of the matters described in clauses (a) through (e) of §5.4Section 2.10; provided, however, that anything in such clauses to the contrary notwithstanding, GWI such Borrower may have a claim against the applicable Issuing Lender, and the such Issuing Lender may be liable to GWIsuch Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by GWI such Borrower which GWI such Borrower proves were caused by the such Issuing Lender’s willful misconduct or gross negligence or the such Issuing Lender’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the Issuing Lender may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the Issuing Lender shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. Any Issuing Lender may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.
Appears in 2 contracts
Samples: Credit Agreement, Credit Agreement (Kennametal Inc)
Role of Issuing Lender. Each Applicable Lender and GWI the Borrowers agree that, in paying any drawing under a Letter of Credit, the Issuing Lender shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the Issuing Lender, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the Issuing Lender shall be liable to any Applicable Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Applicable Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. GWI The Borrowers hereby assumes assume all risks of the acts or omissions of any beneficiary or transferee with respect to its such beneficiary’s or transferee’s use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude GWI’s the Borrowers’ pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the Issuing Lender, the AgentsAdministrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the Issuing Lender, shall be liable or responsible for any of the matters described in clauses (a) through (e) of §5.43.4; provided, however, that anything in such clauses to the contrary notwithstanding, GWI the Borrowers may have a claim against the Issuing Lender, and the Issuing Lender may be liable to GWIthe Borrowers, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by GWI Borrowers which GWI proves the Borrowers prove were caused by the Issuing Lender’s willful misconduct or gross negligence or the Issuing Lender’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the Issuing Lender may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the Issuing Lender shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Waste Connections Inc/De), Revolving Credit and Term Loan Agreement
Role of Issuing Lender. Each Applicable Lender and GWI Borrower Party agree that, in paying any drawing under a Letter of Credit, the Issuing Lender shall not have any responsibility to obtain any document (other than any sight draft, draft and certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None No Administrative Agent-Related Person nor any of the Issuing Lenderrespective correspondents, the Administrative Agent, any participants or assignees of their respective Related Parties nor any correspondent, participant or assignee of the Issuing Lender shall be liable to any Applicable Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Applicable Lenders or the Required Requisite Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer DocumentCredit. GWI Borrowers hereby assumes assume all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude GWI’s Borrowers' pursuing such rights and remedies as it they may have against the beneficiary or transferee at law or under any other agreement. None No Administrative Agent-Related Person, nor any of the Issuing Lenderrespective correspondents, the Agents, any participants or assignees of their respective Related Parties nor any correspondent, participant or assignee of the Issuing Lender, shall be liable or responsible for any of the matters described in clauses subsection (ag) through (e) of §5.4; provided, however, that anything in such clauses to the contrary notwithstanding, GWI may have a claim against the Issuing Lender, and the Issuing Lender may be liable to GWI, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by GWI which GWI proves were caused by the Issuing Lender’s willful misconduct or gross negligence or the Issuing Lender’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Creditabove. In furtherance and not in limitation of the foregoing, the Issuing Lender may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the Issuing Lender shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
Appears in 2 contracts
Samples: Credit Agreement (Apartment Investment & Management Co), Credit Agreement (Aimco Properties Lp)
Role of Issuing Lender. Each Applicable Lender and GWI the Borrower agree that, in paying any drawing under a Letter of Credit, the Issuing Lender shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the Issuing Lender, the Administrative any Agent, -Related Person nor any of their the respective Related Parties nor any correspondentcorrespondents, participant participants or assignee assignees of the Issuing Lender shall be liable to any Applicable Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Applicable Lenders or the Required Majority Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer DocumentApplication. GWI The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude GWIthe Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the Issuing Lender, the Agentsany Agent-Related Person, nor any of their the respective Related Parties nor any correspondentcorrespondents, participant participants or assignee assignees of the Issuing Lender, shall be liable or responsible for any of the matters described in clauses (ai) through (ev) of §5.4Section 3.5; provided, however, that anything in such clauses to the contrary notwithstanding, GWI the Borrower may have a claim against the Issuing Lender, and the Issuing Lender may be liable to GWIthe Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by GWI the Borrower which GWI the Borrower proves were caused by the Issuing Lender’s willful misconduct or gross negligence or the Issuing Lender’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the Issuing Lender may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the Issuing Lender shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
Appears in 1 contract
Role of Issuing Lender. Each Applicable Lender and GWI the Borrower agree that, in paying any drawing L/C Disbursement under a Letter of Credit, the an Issuing Lender shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the Issuing LenderLenders, the Administrative Agent, any of their respective Agent Related Parties nor any correspondent, participant or assignee of the any Issuing Lender shall be liable to any Applicable Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Applicable Revolving Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconductmisconduct (as determined by a final and nonappealable decision of a court of competent jurisdiction); or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. GWI The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude GWIthe Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the Issuing LenderLenders, the AgentsAdministrative Agent, any of their respective Agent Related Parties nor any correspondent, participant or assignee of the any Issuing Lender, Lender shall be liable or responsible for any of the matters described in clauses (a) through (e) of §5.4Section 3.10; provided, however, that anything in such clauses Section to the contrary notwithstanding, GWI the Borrower may have a claim against the an Issuing Lender, and the an Issuing Lender may be liable to GWIthe Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by GWI which GWI proves were caused by the Issuing Lender’s willful misconduct or gross negligence or the Issuing Lender’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the Issuing Lender may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the Issuing Lender shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.only
Appears in 1 contract
Role of Issuing Lender. Each Applicable Lender and GWI the Company agree that, in paying any drawing under a Letter of Credit or Existing Letter of Credit, the applicable Issuing Lender (or LaSalle or Wxxxx with respect to any Existing Letter of Credit) shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the such Letter of Credit or Existing Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the applicable Issuing LenderLender (or LaSalle or Wxxxx with respect to any Existing Letter of Credit), the Administrative Paying Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the such Issuing Lender (or LaSalle or Wxxxx with respect to any Existing Letter of Credit) shall be liable to any Applicable Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Applicable Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit, Existing Letter of Credit or Issuer Document, as applicable. GWI The Company hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit or Existing Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude GWI’s the Company's pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the applicable Issuing LenderLender (or LaSalle or Wxxxx with respect to any Existing Letter of Credit), the AgentsPaying Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the applicable Issuing Lender, Lender (or LaSalle or Wxxxx with respect to any Existing Letter of Credit) shall be liable or responsible for any of the matters described in clauses (a) through (e) of §5.4Section 2.3.5; provided, however, that anything in such clauses to the contrary notwithstanding, GWI the Company may have a claim against the applicable Issuing LenderLender (or LaSalle or Wxxxx with respect to any Existing Letter of Credit), and the such Issuing Lender (or LaSalle or Wxxxx with respect to any Existing Letter of Credit) may be liable to GWIthe Company, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by GWI the Company which GWI the Company proves were caused by the such Issuing Lender’s 's (or LaSalle's or Wxxxx' with respect to any Existing Letter of Credit) willful misconduct or gross negligence or the such Issuing Lender’s 's (or LaSalle's or Wxxxx' with respect to any Existing Letter of Credit) willful failure to pay under any Letter of Credit or Existing Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit or Existing Letter of Credit unless such Issuing Lender (or LaSalle or Wxxxx with respect to any Existing Letter of Credit) is prevented or prohibited from so paying as a result of any order or directive of any court or other Governmental Authority. In furtherance and not in limitation of the foregoing, the applicable Issuing Lender (or LaSalle or Wxxxx with respect to any Existing Letter of Credit) may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the such Issuing Lender (or LaSalle or Wxxxx with respect to any Existing Letter of Credit) shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or Existing Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
Appears in 1 contract
Role of Issuing Lender. Each Applicable Revolving Lender and GWI Borrower agree that, in paying any drawing under a Letter of Credit, the Issuing Lender shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the Issuing Lender, the Administrative any Agent, -Related Person nor any of their the respective Related Parties nor any correspondentcorrespondents, participant participants or assignee assignees of the Issuing Lender shall be liable to any Applicable Revolving Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Applicable Revolving Lenders or the Required Requisite Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer DocumentLetter of Credit Application. GWI Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude GWI’s Borrower's pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the Issuing Lender, the Agentsany Agent-Related Person, nor any of their the respective Related Parties nor any correspondentcorrespondents, participant participants or assignee assignees of the Issuing Lender, shall be liable or responsible for any of the matters described in clauses (a1) through (e5) of §5.4Section 2.4(e); provided, however, that anything in such clauses to the contrary notwithstanding, GWI Borrower may have a claim against the Issuing Lender, and the Issuing Lender may be liable to GWIBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by GWI Borrower which GWI Borrower proves were caused by the Issuing Lender’s 's willful misconduct or gross negligence or the Issuing Lender’s 's willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the Issuing Lender may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the Issuing Lender shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
Appears in 1 contract
Role of Issuing Lender. Each Applicable Lender and GWI each Borrower agree that, in paying any drawing under a Letter of Credit, the Issuing Lender shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the Issuing Lender, the Administrative Agent, any of their respective Related Parties Affiliates nor any correspondent, participant or assignee of the Issuing Lender shall be liable to any Applicable Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Applicable Lenders, the Majority Facility Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Documentrelated documents. GWI The Borrowers hereby assumes assume all risks of the acts or omissions of any beneficiary or transferee with respect to its the use of any Letter of Credit; provided, however, provided that this assumption is not intended to, and shall not, preclude GWI’s the Borrowers’ pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the Issuing Lender, the AgentsAdministrative Agent, any of their respective Related Parties Affiliates nor any correspondent, participant or assignee of the Issuing Lender, Lender shall be liable or responsible for any of the matters described in clauses (ai) through (eiv) of §5.4subsection 3.12; provided, however, provided that anything in such clauses to the contrary notwithstanding, GWI the Borrowers may have a claim against the Issuing Lender, and the Issuing Lender may be liable to GWIthe Borrowers, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by GWI the Borrowers which GWI proves the Borrowers prove were caused by the Issuing Lender’s Lender willful misconduct or gross negligence or the Issuing Lender’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the Issuing Lender may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the Issuing Lender shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
Appears in 1 contract
Samples: Credit Agreement (LL Services Inc.)
Role of Issuing Lender. Each Applicable Lender and GWI Borrower Party agree that, in paying any drawing under a Letter of Credit, the Issuing Lender shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None No Administrative Agent-Related Person nor any of the Issuing Lenderrespective correspondents, the Administrative Agent, any participants or assignees of their respective Related Parties nor any correspondent, participant or assignee of the Issuing Lender shall be liable to any Applicable Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Applicable Lenders or the Required Requisite Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer DocumentCredit. GWI Borrowers hereby assumes assume all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; providedPROVIDED, howeverHOWEVER, that this assumption is not intended to, and shall not, preclude GWI’s Borrowers' pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None No Administrative Agent-Related Person, nor any of the Issuing Lenderrespective correspondents, the Agents, any participants or assignees of their respective Related Parties nor any correspondent, participant or assignee of the Issuing Lender, shall be liable or responsible for any of the matters described in clauses subsection (ag) through (e) of §5.4; provided, however, that anything in such clauses to the contrary notwithstanding, GWI may have a claim against the Issuing Lender, and the Issuing Lender may be liable to GWI, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by GWI which GWI proves were caused by the Issuing Lender’s willful misconduct or gross negligence or the Issuing Lender’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Creditabove. In furtherance and not in limitation of the foregoing, the Issuing Lender may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the Issuing Lender shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
Appears in 1 contract
Role of Issuing Lender. Each Applicable Lender and GWI each Borrower agree that, in paying any drawing under a Letter of Credit, the no Issuing Lender shall not have any responsibility to obtain any document (other than any sight or time draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the any Issuing Lender, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the any Issuing Lender shall be liable to any Applicable Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Applicable Revolving Credit Lenders, Required Revolving Credit Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. GWI Each Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude GWIsuch Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the any Issuing Lender, the AgentsAdministrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the any Issuing Lender, Lender shall be liable or CHAR1\1753066v5 responsible for any of the matters described in clauses (a) through (e) of §5.4Section 2.3(e); provided, however, that anything in such clauses to the contrary notwithstanding, GWI a Borrower may have a claim against the an Issuing Lender, and the an Issuing Lender may be liable to GWIsuch Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by GWI such Borrower which GWI proves such Borrower proves, as determined by a final nonappealable judgment of a court of competent jurisdiction, were caused by the such Issuing Lender’s bad faith, willful misconduct or gross negligence or the such Issuing Lender’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight or time draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the each Issuing Lender may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the no Issuing Lender shall not be responsible for the validity or sufficiency of any instrument transferring transferring, endorsing or assigning or purporting to transfer transfer, endorse or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. Each Issuing Lender may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.
Appears in 1 contract
Samples: Credit Agreement (Blackbaud Inc)
Role of Issuing Lender. Each Applicable Lender and GWI the Borrower agree that, in paying any drawing under a Letter of Credit, the Issuing Lender shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the such Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the Issuing Lender, the Administrative any Agent, -Related Person nor any of their the respective Related Parties nor any correspondentcorrespondents, participant participants or assignee assignees of the Issuing Lender shall be liable to any Applicable Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Applicable Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer DocumentLetter of Credit Application. GWI The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; providedPROVIDED, howeverHOWEVER, that this assumption is not intended to, and shall not, preclude GWI’s the Borrower's pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the Issuing Lender, the Agentsany Agent-Related Person, nor any of their the respective Related Parties nor any correspondentcorrespondents, participant participants or assignee assignees of the Issuing Lender, shall be liable or responsible for any of the matters described in clauses (ai) through (ev) of §5.4Section 2.2(e); providedPROVIDED, howeverHOWEVER, that anything in such clauses to the contrary notwithstanding, GWI the Borrower may have a claim against the Issuing Lender, and the Issuing Lender may be liable to GWIthe Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by GWI the Borrower which GWI the Borrower proves were caused by the Issuing Lender’s 's willful misconduct or gross negligence or the Issuing Lender’s 's willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of CreditCredit unless the Issuing Lender is prevented or prohibited from so paying as a result of any order or directive from any court or other Governmental Authority. In furtherance and not in limitation of the foregoing, the Issuing Lender may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the Issuing Lender shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
Appears in 1 contract
Role of Issuing Lender. Each Applicable Lender and GWI the Borrower agree that, in paying any drawing under a Letter of Credit, the an Issuing Lender shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the Issuing LenderLenders, the Administrative Agent, any of their respective Agent Related Parties nor any correspondent, participant or assignee of the any Issuing Lender shall be liable to any Applicable Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Applicable Revolving Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconductmisconduct (as determined by a final and nonappealable decision of a court of competent jurisdiction); or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. GWI The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude GWIthe Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the Issuing LenderLenders, the AgentsAdministrative Agent, any of their respective Agent Related Parties nor any correspondent, participant or assignee of the any Issuing Lender, Lender shall be liable or responsible for any of the matters described in clauses (a) through (e) of §5.4Section 2.10; provided, however, that anything in such clauses Section to the contrary notwithstanding, GWI the Borrower may have a claim against the an Issuing Lender, and the an Issuing Lender may be liable to GWIthe Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by GWI the Borrower which GWI proves were caused by the such Issuing Lender’s willful misconduct or gross negligence or the such Issuing Lender’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of CreditCredit (in each case, as determined by a final and nonappealable decision of a court of competent jurisdiction). In furtherance and not in limitation of the foregoing, the an Issuing Lender may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the an Issuing Lender shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. An Issuing Lender may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.
Appears in 1 contract
Samples: Credit Agreement (2U, Inc.)
Role of Issuing Lender. Each Applicable Lender and GWI Borrower Party agree that, in paying any drawing under a Letter of Credit, the Issuing Lender shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None No Administrative Agent- Related Person nor any of the Issuing Lenderrespective correspondents, the Administrative Agent, any participants or assignees of their respective Related Parties nor any correspondent, participant or assignee of the Issuing Lender shall be liable to any Applicable Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Applicable Lenders or the Required Requisite Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer DocumentCredit. GWI Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall -------- ------- not, preclude GWI’s Borrower's pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None No Administrative Agent-Related Person, nor any of the Issuing Lenderrespective correspondents, the Agents, any participants or assignees of their respective Related Parties nor any correspondent, participant or assignee of the Issuing Lender, shall be liable or responsible for any of the matters described in clauses subsection (ag) through (e) of §5.4; provided, however, that anything in such clauses to the contrary notwithstanding, GWI may have a claim against the Issuing Lender, and the Issuing Lender may be liable to GWI, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by GWI which GWI proves were caused by the Issuing Lender’s willful misconduct or gross negligence or the Issuing Lender’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Creditabove. In furtherance and not in limitation of the foregoing, the Issuing Lender may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the Issuing Lender shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
Appears in 1 contract
Role of Issuing Lender. Each Applicable Lender and GWI Borrower Party agree that, in paying any drawing under a Letter of Credit, the Issuing Lender shall not have any responsibility to obtain any document (other than any sight draft, draft and certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None No Administrative Agent-Related Person nor any of the Issuing Lenderrespective correspondents, the Administrative Agent, any participants or assignees of their respective Related Parties nor any correspondent, participant or assignee of the Issuing Lender shall be liable to any Applicable Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Applicable Lenders or the Required Requisite Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer DocumentCredit. GWI Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude GWI’s Borrower's pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None No Administrative Agent-Related Person, nor any of the Issuing Lenderrespective correspondents, the Agents, any participants or assignees of their respective Related Parties nor any correspondent, participant or assignee of the Issuing Lender, shall be liable or responsible for any of the matters described in clauses subsection (ag) through (e) of §5.4; provided, however, that anything in such clauses to the contrary notwithstanding, GWI may have a claim against the Issuing Lender, and the Issuing Lender may be liable to GWI, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by GWI which GWI proves were caused by the Issuing Lender’s willful misconduct or gross negligence or the Issuing Lender’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Creditabove. In furtherance and not in limitation of the foregoing, the Issuing Lender may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the Issuing Lender shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
Appears in 1 contract
Role of Issuing Lender. Each Applicable Revolving Lender and GWI Borrower agree that, in paying any drawing under a Letter of Credit, the Issuing Lender shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None No Administrative Agent-Related Person nor any of the Issuing Lenderrespective correspondents, the Administrative Agent, any participants or assignees of their respective Related Parties nor any correspondent, participant or assignee of the Issuing Lender shall be liable to any Applicable Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Applicable Revolving Lenders or the Required Requisite Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer DocumentCredit. GWI Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude GWIBorrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or Credit Agreement Epicor Software Corporation under any other agreement. None No Administrative Agent-Related person, nor any of the Issuing Lenderrespective correspondents, the Agents, any participants or assignees of their respective Related Parties nor any correspondent, participant or assignee of the Issuing Lender, shall be liable or responsible for any of the matters described in clauses subsection (ag) through (e) of §5.4; provided, however, that anything in such clauses to the contrary notwithstanding, GWI may have a claim against the Issuing Lender, and the Issuing Lender may be liable to GWI, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by GWI which GWI proves were caused by the Issuing Lender’s willful misconduct or gross negligence or the Issuing Lender’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Creditabove. In furtherance and not in limitation of the foregoing, the Issuing Lender may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the Issuing Lender shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or or, the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
Appears in 1 contract
Role of Issuing Lender. Each Applicable Revolving Lender and GWI the Borrower agree that, in paying any drawing under a Letter of Credit, the Issuing Lender shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the Issuing Lender, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the Issuing Lender shall be liable to any Applicable Revolving Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Applicable Lenders or the Required Requisite Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer LOC Document. GWI The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude GWIthe Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the Issuing Lender, the AgentsAdministrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the Issuing Lender, Lender shall be liable or responsible for any of the matters described in clauses (ai) through (ev) of §5.4Section 2.2(e); provided, however, that anything in such clauses to the contrary notwithstanding, GWI the Borrower may have a claim against the Issuing Lender, and the Issuing Lender may be liable to GWIthe Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by GWI the Borrower which GWI the Borrower proves were caused by the Issuing LenderXxxxxx’s willful misconduct or gross negligence or the Issuing Lender’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the Issuing Lender may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the Issuing Lender shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
Appears in 1 contract
Role of Issuing Lender. Each Applicable Lender and GWI each Borrower agree that, in paying any drawing under a Letter of Credit, the no Issuing Lender shall not have any responsibility to obtain any document (other than any sight or time draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the any Issuing Lender, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the any Issuing Lender shall be liable to any Applicable Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Applicable Revolving Credit Lenders, Required Revolving Credit Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. GWI Each Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude GWIsuch Xxxxxxxx’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the any Issuing Lender, the AgentsAdministrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the any Issuing Lender, Lender shall be liable or responsible for any of the matters described in clauses (a) through (e) of §5.4Section 2.3(e); provided, however, that anything in such clauses to the contrary notwithstanding, GWI a Borrower may have a claim against the an Issuing Lender, and the an Issuing Lender may be liable to GWIsuch Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by GWI such Borrower which GWI proves such Borrower proves, as determined by a final nonappealable judgment of a court of competent jurisdiction, were caused by the such Issuing LenderXxxxxx’s bad faith, willful misconduct or gross negligence or the such Issuing Lender’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight or time draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the each Issuing Lender may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the no Issuing Lender shall not be responsible for the validity or sufficiency of any instrument transferring transferring, endorsing or assigning or purporting to transfer transfer, endorse or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. Each Issuing Lender may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.
Appears in 1 contract
Samples: Credit Agreement (Blackbaud Inc)
Role of Issuing Lender. Each Applicable Lender and GWI the Borrower agree that, in paying any drawing L/C Disbursement under a Letter of Credit, the an Issuing Lender shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the Issuing LenderXxxxxxx, the Administrative Agent, any of their respective Agent Related Parties nor any correspondent, participant or assignee of the any Issuing Lender shall be liable to any Applicable Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Applicable Revolving Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconductmisconduct (as determined by a final and nonappealable decision of a court of competent jurisdiction); or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. GWI The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude GWIthe Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the Issuing LenderLenders, the AgentsAdministrative Agent, any of their respective Agent Related Parties nor any correspondent, participant or assignee of the any Issuing Lender, Lender shall be liable or responsible for any of the matters described in clauses (a) through (e) of §5.4Section 3.10; provided, however, that anything in such clauses Section to the contrary notwithstanding, GWI the Borrower may have a claim against the an Issuing Lender, and the an Issuing Lender may be liable to GWIthe Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by GWI the Borrower which GWI proves were caused by the such Issuing LenderXxxxxx’s willful misconduct or gross negligence or the such Issuing LenderXxxxxx’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of CreditCredit (in each case, as determined by a final and nonappealable decision of a court of competent jurisdiction). In furtherance and not in limitation of the foregoing, the an Issuing Lender may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the an Issuing Lender shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. An Issuing Lender may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.
Appears in 1 contract
Role of Issuing Lender. Each Applicable Lender and GWI Borrower Party agree that, in paying any drawing under a Letter of Credit, the Issuing Lender shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None No Administrative Agent-Related Person nor any of the Issuing Lenderrespective correspondents, the Administrative Agent, any participants or assignees of their respective Related Parties nor any correspondent, participant or assignee of the Issuing Lender shall be liable to any Applicable Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Applicable Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconductmisconduct as determined in a final, nonappealable judgment by a court of competent jurisdiction; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer DocumentCredit. GWI Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude GWI’s Borrower's pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None No Administrative Agent-Related Person, nor any of the Issuing Lenderrespective correspondents, the Agents, any participants or assignees of their respective Related Parties nor any correspondent, participant or assignee of the Issuing Lender, shall be liable or responsible for any of the matters described in clauses subsection (ag) through (e) of §5.4; provided, however, that anything in such clauses to the contrary notwithstanding, GWI may have a claim against the Issuing Lender, and the Issuing Lender may be liable to GWI, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by GWI which GWI proves were caused by the Issuing Lender’s willful misconduct or gross negligence or the Issuing Lender’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Creditabove. In furtherance and not in limitation of the foregoing, the Issuing Lender may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the Issuing Lender shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
Appears in 1 contract
Role of Issuing Lender. Each Applicable Lender and GWI the Borrower agree that, in paying any drawing under a Letter of Credit, the Issuing Lender shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the Issuing Lender, the Administrative any Agent, -Related Person nor any of their the respective Related Parties nor any correspondentcorrespondents, participant participants or assignee assignees of the Issuing Lender shall be liable to any Applicable Lender for (ia) any action taken or omitted in connection herewith at the request or with the approval of the Applicable Lenders or the Required Lenders, as applicable; (iib) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iiic) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer DocumentLetter of Credit Application. GWI The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude GWIthe Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the Issuing Lender, the Agentsany Agent-Related Person, nor any of their the respective Related Parties nor any correspondentcorrespondents, participant participants or assignee assignees of the Issuing Lender, shall be liable or responsible for any of the matters described in clauses (a) through (ef) of §5.4Section 3.5; provided, however, that anything in such clauses to the contrary notwithstanding, GWI the Borrower may have a claim against the Issuing Lender, and the Issuing Lender may be liable to GWIthe Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by GWI the Borrower which GWI the Borrower proves were caused by the Issuing Lender’s willful misconduct or gross negligence or the Issuing Lender’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the Issuing Lender may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the Issuing Lender shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
Appears in 1 contract
Role of Issuing Lender. Each Applicable Lender and GWI the Borrower agree that, in paying any drawing under a Letter of Credit, the an Issuing Lender shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the Issuing LenderLenders, the Administrative Agent, any of their respective Agent Related Parties nor any correspondent, participant or assignee of the any Issuing Lender shall be liable to any Applicable Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Applicable Revolving Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconductmisconduct (as determined by a final and nonappealable decision of a court of competent jurisdiction); or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. GWI The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude GWIthe Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the Issuing LenderLenders, the AgentsAdministrative Agent, any of their respective Agent Related Parties nor any correspondent, participant or assignee of the any Issuing Lender, Lender shall be liable or responsible for any of the matters described in clauses (a) through (e) of §5.4Section 2.10; provided, however, that anything in such clauses Section to the contrary notwithstanding, GWI the Borrower may have a claim against the an Issuing Lender, and the an Issuing Lender may be liable to GWIthe Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by GWI the Borrower which GWI proves were caused by the such Issuing Lender’s willful misconduct or gross negligence or the such Issuing Lender’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance Credit (in each case, as determined by a final and not in limitation nonappealable decision of the foregoing, the Issuing Lender may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless a court of any notice or information to the contrary, and the Issuing Lender shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.competent
Appears in 1 contract
Samples: Credit Agreement (2U, Inc.)
Role of Issuing Lender. Each Applicable Lender and GWI the Borrowers agree that, in paying any drawing under a Letter of Credit, the no Issuing Lender shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the Issuing LenderLenders, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the Issuing Lender Lenders shall be liable to any Applicable Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Applicable Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer LOC Document. GWI The Borrowers hereby assumes assume all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude GWI’s the Borrowers’ pursuing such rights and remedies as it they may have against the beneficiary or transferee at law or under any other agreement. None of the Issuing LenderLenders, the AgentsAdministrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the Issuing Lender, Lenders shall be liable or responsible for any of the matters described in clauses (ai) through (eviii) of §5.4Section 2.03(j); provided, however, that anything in such clauses to the contrary notwithstanding, GWI the Borrowers may have a claim against the an Issuing Lender, and the such Issuing Lender may be liable to GWIthe Borrowers, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by GWI the Borrowers which GWI proves the Borrowers prove were caused by the such Issuing Lender’s willful misconduct or gross negligence or the such Issuing Lender’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the an Issuing Lender may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the no Issuing Lender shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or DB1/ 97661265.5 the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. An Issuing Lender may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication ("SWIFT") message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.
Appears in 1 contract
Samples: Revolving Credit Agreement (Brandywine Operating Partnership, L.P.)
Role of Issuing Lender. Each Applicable Lender and GWI the Borrower agree that, in paying any drawing under a Letter of CreditCredit or making any payment under a Bankers’ Acceptance, the Issuing Lender shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the such Letter of CreditCredit and the original Bankers’ Acceptance) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the Issuing Lender, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the Issuing Lender shall be liable to any Applicable Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Applicable Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit Credit, or Issuer Bankers’ Acceptance or LOC Document. GWI The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of CreditCredit or Bankers’ Acceptance; provided, however, that this assumption is not intended to, and shall not, preclude GWIthe Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the Issuing Lender, the AgentsAdministrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the Issuing Lender, shall be liable or responsible for any of the matters described in clauses (ai) through (evi) of §5.4Section 2.2(e); provided, however, that anything in such clauses to the contrary notwithstanding, GWI the Borrower may have a claim against the Issuing Lender, and the Issuing Lender may be liable to GWIthe Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by GWI the Borrower which GWI the Borrower proves were caused by the Issuing Lender’s willful misconduct or gross negligence or the Issuing Lender’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of CreditCredit or to honor any Bankers’ Acceptance presented for payment in strict compliance with its terms and conditions unless the Issuing Lender is prevented or prohibited from so paying as a result of any order or directive from any court or other Governmental Authority. In furtherance and not in limitation of the foregoing, the Issuing Lender may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the Issuing Lender shall not be responsible for the validity or sufficiency of any instrument endorsing, transferring or assigning or purporting to endorse or transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
Appears in 1 contract
Role of Issuing Lender. Each Applicable Lender and GWI the Borrower agree that, in paying any drawing under a Letter of Credit, the an Issuing Lender shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the Issuing LenderLenders, the Administrative Agent, any of their respective Agent Related Parties nor any correspondent, participant or assignee of the any Issuing Lender shall be liable to any Applicable Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Applicable Revolving Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconductmisconduct (as determined by a final and nonappealable decision of a court of competent jurisdiction); or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. GWI The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude GWIthe Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the Issuing LenderLenders, the AgentsAdministrative Agent, any of their respective Agent Related Parties nor any correspondent, participant or assignee of the any Issuing Lender, Lender shall be liable or responsible for any of the matters described in clauses (a) through (e) of §5.4Section 3.12; provided, however, that anything in such clauses Section to the contrary notwithstanding, GWI the Borrower may have a claim against the an Issuing Lender, and the an Issuing Lender may be liable to GWIthe Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by GWI the Borrower which GWI proves were caused by the such Issuing Lender’s willful misconduct or gross negligence or the such Issuing Lender’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of CreditCredit (in each case, as determined by a final and nonappealable decision of a court of competent jurisdiction). In furtherance and not in limitation of the foregoing, the an Issuing Lender may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the an Issuing Lender shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. An Issuing Lender may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.
Appears in 1 contract
Samples: Credit Agreement (Microsemi Corp)
Role of Issuing Lender. Each Applicable Lender and GWI the Borrower agree that, in paying any drawing under a Letter of Credit, the applicable Issuing Lender shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the such Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the applicable Issuing Lender, the Administrative any Agent, -Related Person nor any of their the respective Related Parties nor any correspondentcorrespondents, participant participants or assignee assignees of the such Issuing Lender shall be liable to any Applicable Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Applicable Lenders or the Required requisite Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer DocumentL/C Application. GWI The Borrower hereby assumes all risks of the acts or of omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, provided that this assumption is not intended to, and shall not, preclude GWI’s the Borrower from pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the applicable Issuing Lender, the Agents, any Agent-Related Person nor any of their the respective Related Parties nor any correspondentcorrespondents, participant participants or assignee assignees of the such Issuing Lender, Lender shall be liable or responsible for any of the matters described in clauses (a) through (e) of §5.4Section 3.5; providedprovided that, however, that notwithstanding anything in such clauses to the contrary notwithstandingcontrary, GWI the Borrower may have a claim against the such Issuing Lender, and the such Issuing Lender may be liable to GWIthe Borrower, to the extent, but only to the extent, of any direct, direct (as opposed to indirect, special, punitive, consequential or exemplary, ) damages suffered by GWI the Borrower which GWI proves a court of competent jurisdiction determines in a final nonappealable judgment were caused by the such Issuing Lender’s gross negligence or willful misconduct or such Issuing Lender’s willful misconduct or gross negligence or the Issuing Lender’s willful grossly negligent failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the applicable Issuing Lender may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the such Issuing Lender shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
Appears in 1 contract
Role of Issuing Lender. Each Applicable Lender and GWI the Borrower agree that, in paying any drawing under a Letter of Credit, the Issuing Lender shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the such Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the Issuing Lender, the Administrative any Agent, -Related Person nor any of their the respective Related Parties nor any correspondentcorrespondents, participant participants or assignee assignees of the Issuing Lender shall be liable to any Applicable Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Applicable Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer DocumentLetter of Credit Application. GWI The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; providedPROVIDED, howeverHOWEVER, that this assumption is not intended to, and shall not, preclude GWIthe Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the Issuing Lender, the Agentsany Agent-Related Person, nor any of their the respective Related Parties nor any correspondentcorrespondents, participant participants or assignee assignees of the Issuing Lender, shall be liable or responsible for any of the matters described in clauses (ai) through (ev) of §5.4Section 2.2(e); providedPROVIDED, howeverHOWEVER, that anything in such clauses to the contrary notwithstanding, GWI the Borrower may have a claim against the Issuing Lender, and the Issuing Lender may be liable to GWIthe Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by GWI the Borrower which GWI the Borrower proves were caused by the Issuing Lender’s willful misconduct or gross negligence or the Issuing Lender’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of CreditCredit unless the Issuing Lender is prevented or prohibited from so paying as a result of any order or directive from any court or other Governmental Authority. In furtherance and not in limitation of the foregoing, the Issuing Lender may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the Issuing Lender shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
Appears in 1 contract
Role of Issuing Lender. Each Applicable Lender and GWI Borrower Party agree that, in paying any drawing under a Letter of Credit, the Issuing Lender shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None No Administrative Agent-Related Person nor any of the Issuing Lenderrespective correspondents, the Administrative Agent, any participants or assignees of their respective Related Parties nor any correspondent, participant or assignee of the Issuing Lender shall be liable to any Applicable Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Applicable Lenders or the Required Requisite Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer DocumentCredit. GWI Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude GWI’s Borrower's pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None No Administrative Agent-Related Person, nor any of the Issuing Lenderrespective correspondents, the Agents, any participants or assignees of their respective Related Parties nor any correspondent, participant or assignee of the Issuing Lender, shall be liable or responsible for any of the matters described in clauses subsection (ag) through (e) of §5.4; provided, however, that anything in such clauses to the contrary notwithstanding, GWI may have a claim against the Issuing Lender, and the Issuing Lender may be liable to GWI, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by GWI which GWI proves were caused by the Issuing Lender’s willful misconduct or gross negligence or the Issuing Lender’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Creditabove. In furtherance and not in limitation of the foregoing, the Issuing Lender may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the Issuing Lender shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
Appears in 1 contract
Role of Issuing Lender. Each Applicable Revolving Lender and GWI Borrower agree that, in paying any drawing under a Letter of Credit, the Issuing Lender shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of No Administrative Agent-Related Person, nor the Issuing Lender, the Administrative Agent, nor any of their the respective Related Parties nor any correspondentcorrespondents, participant participants or assignee assignees of the Issuing Lender shall be liable to any Applicable Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Applicable Revolving Lenders or the Required Requisite Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer DocumentCredit. GWI Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude GWIBorrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the No Administrative Agent-Related Person, nor Issuing Lender, the Agents, nor any of their the respective Related Parties nor any correspondentcorrespondents, participant participants or assignee assignees of the Issuing Lender, shall be liable or responsible for any of the matters described in clauses subsection (ag) through (e) of §5.4; provided, however, that anything in such clauses to the contrary notwithstanding, GWI may have a claim against the Issuing Lender, and the Issuing Lender may be liable to GWI, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by GWI which GWI proves were caused by the Issuing Lender’s willful misconduct or gross negligence or the Issuing Lender’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Creditabove. In furtherance and not in limitation of the foregoing, the Issuing Lender may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the Issuing Lender shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
Appears in 1 contract
Samples: Credit Agreement (Quantum Corp /De/)
Role of Issuing Lender. Each Applicable Lender and GWI agree the Company agrees that, in paying any drawing under a Letter of Credit, the Issuing Lender shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the Issuing Lender, the Administrative Agent, any of their respective Related Parties Affiliates nor any correspondent, participant or assignee of the Issuing Lender shall be liable to the Company, any Applicable of its Subsidiaries, or any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Applicable Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of the Issuing Lender’s or the Administrative Agent’s gross negligence or willful misconductmisconduct as determined by a final, nonappealable judgment of a court competent jurisdiction; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. GWI The Company and its Subsidiaries hereby assumes assume all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude GWI’s the Company or its Subsidiaries from pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the Issuing Lender, the AgentsAdministrative Agent, any of their respective Related Parties Affiliates nor any correspondent, participant or assignee of the Issuing Lender, Lender shall be liable or responsible for any of the matters described in clauses (a) through (e) of §5.4Section 2.3.4; provided, however, that anything in such clauses to the contrary notwithstanding, GWI the Company may have a claim against the Issuing Lender, and the Issuing Lender may be liable to GWIthe Company, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by GWI the Company which GWI the Company proves were caused by the Issuing Lender’s willful misconduct or gross negligence as determined by a final nonappealable judgment of a court of competent jurisdiction or the Issuing Lender’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the Issuing Lender may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the Issuing Lender shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
Appears in 1 contract
Samples: Credit Agreement (Cpi Corp)
Role of Issuing Lender. Each Applicable Lender and GWI Borrower agree that, in paying any drawing under a Letter of Credit, the Issuing Lender shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None No Administrative Agent-Related Person nor any of the Issuing Lenderrespective correspondents, the Administrative Agent, any participants or assignees of their respective Related Parties nor any correspondent, participant or assignee of the Issuing Lender shall be liable to any Applicable Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Applicable Lenders or the Required Requisite Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer DocumentCredit. GWI Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, -------- ------- preclude GWI’s Borrower's pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None No Administrative Agent-Related Person, nor any of the Issuing Lenderrespective correspondents, the Agents, any participants or assignees of their respective Related Parties nor any correspondent, participant or assignee of the Issuing Lender, shall be liable or responsible for any of the matters described in clauses subsection (ag) through (e) of §5.4; provided, however, that anything in such clauses to the contrary notwithstanding, GWI may have a claim against the Issuing Lender, and the Issuing Lender may be liable to GWI, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by GWI which GWI proves were caused by the Issuing Lender’s willful misconduct or gross negligence or the Issuing Lender’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Creditabove. In furtherance and not in limitation of the foregoing, the Issuing Lender may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the Issuing Lender shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
Appears in 1 contract
Samples: Credit Agreement (Quantum Corp /De/)
Role of Issuing Lender. Each Applicable Lender and GWI the Applicable Borrower agree that, in paying any drawing under a Letter of Credit, the Issuing Lender shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the Issuing Lender, the Administrative Applicable Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the Issuing Lender shall be liable to any Applicable Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Applicable Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. GWI Each Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude GWIany Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the Issuing Lender, the Agents, any of their respective Related Parties nor any correspondent, participant or assignee of the Issuing Lender, shall be liable or responsible for any of the matters described in clauses (a) through (e) of §5.4; provided, however, that anything in such clauses to the contrary notwithstanding, GWI a Borrower may have a claim against the Issuing Lender, and the Issuing Lender may be liable to GWIa Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by GWI such Borrower which GWI such Borrower proves were caused by the Issuing Lender’s willful misconduct or gross negligence or the Issuing Lender’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the Issuing Lender may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the Issuing Lender shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Genesee & Wyoming Inc)
Role of Issuing Lender. Each Applicable Lender and GWI Borrower agree that, in paying any drawing under a Letter of Credit, the Issuing Lender shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the Issuing Lenderrespective correspondents, the Administrative Agent, any participants or assignees of their respective Related Parties nor any correspondent, participant or assignee of the Issuing Lender shall be liable to any Applicable Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Applicable Lenders or the Required Lenders, as applicableLender; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer DocumentCredit. GWI Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude GWIBorrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the Issuing Lenderrespective correspondents, the Agents, any participants or assignees of their respective Related Parties nor any correspondent, participant or assignee of the Issuing Lender, shall be liable or responsible for any of the matters described in clauses subsection (ag) through (e) of §5.4; provided, however, that anything in such clauses to the contrary notwithstanding, GWI may have a claim against the Issuing Lender, and the Issuing Lender may be liable to GWI, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by GWI which GWI proves were caused by the Issuing Lender’s willful misconduct or gross negligence or the Issuing Lender’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Creditabove. In furtherance and not in limitation of the foregoing, the Issuing Lender may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the Issuing Lender shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
Appears in 1 contract
Role of Issuing Lender. Each Applicable Lender and GWI Borrower agree that, in paying any drawing under a Letter of Credit, the Issuing Lender shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None No Administrative Agent-Related Person nor any of the Issuing Lenderrespective correspondents, the Administrative Agent, any participants or assignees of their respective Related Parties nor any correspondent, participant or assignee of the Issuing Lender shall be liable to any Applicable Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Applicable Lenders or the Required Requisite Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer DocumentCredit. GWI Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; providedPROVIDED, howeverHOWEVER, that this assumption is not intended to, and shall not, preclude GWI’s Borrower's pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None No Administrative Agent-Related Person, nor any of the Issuing Lenderrespective correspondents, the Agents, any participants or assignees of their respective Related Parties nor any correspondent, participant or assignee of the Issuing Lender, shall be liable or responsible for any of the matters described in clauses subsection (ag) through (e) of §5.4; provided, however, that anything in such clauses to the contrary notwithstanding, GWI may have a claim against the Issuing Lender, and the Issuing Lender may be liable to GWI, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by GWI which GWI proves were caused by the Issuing Lender’s willful misconduct or gross negligence or the Issuing Lender’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Creditabove. In furtherance and not in limitation of the foregoing, the Issuing Lender may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the Issuing Lender shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
Appears in 1 contract
Role of Issuing Lender. Each Applicable Lender and GWI US Borrower agree that, in paying any drawing under a Letter of Credit, the Issuing Lender shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the Issuing Lender, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the Issuing Lender shall be liable to any Applicable Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Applicable Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. GWI US Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude GWI’s US Borrower's pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the Issuing Lender, the AgentsAdministrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the Issuing Lender, shall be liable or responsible for any of the matters described in clauses (a) through (e) of §Section 5.4; provided, however, that anything in such clauses to the contrary notwithstanding, GWI US Borrower may have a claim against the Issuing Lender, and the Issuing Lender may be liable to GWIUS Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by GWI US Borrower which GWI US Borrower proves were caused by the Issuing Lender’s 's willful misconduct or gross negligence or the Issuing Lender’s 's willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the Issuing Lender may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the Issuing Lender shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
Appears in 1 contract
Samples: Credit and Term Loan Agreement (Genesee & Wyoming Inc)
Role of Issuing Lender. Each Applicable Lender and GWI the Borrower agree that, in paying any drawing under a Letter of CreditCredit or making any payment under a Bankers’ Acceptance, the Issuing Lender shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the such Letter of CreditCredit and the original Bankers’ Acceptance) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the Issuing Lender, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the Issuing Lender shall be liable to any Applicable Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Applicable Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit Credit, or Issuer Bankers’ Acceptance or LOC Document. GWI The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of CreditCredit or Bankers’ Acceptance; provided, however, that this assumption is not intended to, and shall not, preclude GWIthe Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the Issuing Lender, the AgentsAdministrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the Issuing Lender, shall be liable or responsible for any of the matters described in clauses (ai) through (ev) of §5.4Section 2.2(e); provided, however, that anything in such clauses to the contrary notwithstanding, GWI the Borrower may have a claim against the Issuing Lender, and the Issuing Lender may be liable to GWIthe Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by GWI the Borrower which GWI the Borrower proves were caused by the Issuing Lender’s willful misconduct or gross negligence or the Issuing Lender’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of CreditCredit or to honor any Bankers’ Acceptance presented for payment in strict compliance with its terms and conditions unless the Issuing Lender is prevented or prohibited from so paying as a result of any order or directive from any court or other Governmental Authority. In furtherance and not in limitation of the foregoing, the Issuing Lender may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the Issuing Lender shall not be responsible for the validity or sufficiency of any instrument endorsing, transferring or assigning or purporting to endorse or transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
Appears in 1 contract
Role of Issuing Lender. Each Applicable Revolving Lender and GWI the Borrower agree that, in paying any drawing under a Letter of Credit, the Issuing Lender shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the Issuing Lender, the Administrative any Agent, -Related Person nor any of their the respective Related Parties nor any correspondentcorrespondents, participant participants or assignee assignees of the Issuing Lender shall be liable to any Applicable Revolving Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Applicable Revolving Lenders or the Required Lenders, as applicable; , (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; misconduct or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer DocumentLetter of Credit Application. GWI The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude GWIthe Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the Issuing Lender, the Agentsany Agent-Related Person, nor any of their the respective Related Parties nor any correspondentcorrespondents, participant participants or assignee assignees of the Issuing Lender, shall be liable or responsible for any of the matters described in clauses (ai) through (ev) of §5.4Section 2.3(e); provided, however, that anything in such clauses to the contrary notwithstanding, GWI the Borrower may have a claim against the Issuing Lender, and the Issuing Lender may be liable to GWIthe Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by GWI the Borrower which GWI the Borrower proves were caused by the Issuing Lender’s willful misconduct or gross negligence or the Issuing Lender’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the Issuing Lender may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, investigation and the Issuing Lender shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
Appears in 1 contract
Role of Issuing Lender. Each Applicable Lender and GWI each Borrower agree that, in paying any drawing under a Letter of Credit, the Issuing Lender shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the Issuing Lender, the Administrative Agent, any of their respective Related Parties Affiliates nor any correspondent, participant or assignee of the Issuing Lender shall be liable to any Applicable Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Applicable Lenders, the Majority Facility Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Documentrelated documents. GWI The Borrowers hereby assumes assume all risks of the acts or omissions of any beneficiary or transferee with respect to its the use of any Letter of Credit; provided, however, provided that this assumption is not intended to, and shall not, preclude GWI’s the Borrowers’ pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the Issuing Lender, the AgentsAdministrative Agent, any of their respective Related Parties Affiliates nor any correspondent, participant or assignee of the Issuing Lender, Lender shall be liable or responsible for any of the matters described in clauses (ai) through (eiv) of §5.4subsection 3.12; provided, however, provided that anything in such clauses to the contrary notwithstanding, GWI the Borrowers may have a claim against the Issuing Lender, and the Issuing Lender may be liable to GWIthe Borrowers, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by GWI the Borrowers which GWI proves the Borrowers prove were caused by the Issuing Lender’s Lender willful misconduct or gross negligence or the Issuing Lender’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the Table of Contents terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the Issuing Lender may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the Issuing Lender shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
Appears in 1 contract
Samples: Credit Agreement (Language Line Services Holdings, Inc.)
Role of Issuing Lender. Each Applicable Lender and GWI the Borrower agree that, in paying any drawing under a Letter of Credit, the Issuing Lender shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the such Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the Issuing Lender, the Administrative any Agent, -Related Person or any of their the respective Related Parties nor any correspondentcorrespondents, participant participants or assignee assignees of the Issuing Lender shall be liable to any Applicable Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Applicable Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer DocumentLetter of Credit Application. GWI The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude GWIthe Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the Issuing Lender, the Agents, any Agent-Related Person or any of their the respective Related Parties nor any correspondentcorrespondents, participant participants or assignee assignees of the Issuing Lender, shall be liable or responsible for any of the matters described in clauses (ai) through (ev) of §5.4Section 2.2(e); provided, however, that anything in such clauses to the contrary notwithstanding, GWI the Borrower may have a claim against the Issuing Lender, and the Issuing Lender may be liable to GWIthe Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by GWI the Borrower which GWI the Borrower proves were caused by the Issuing Lender’s willful misconduct or gross negligence or the Issuing Lender’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of CreditCredit unless the Issuing Lender is prevented or prohibited from so paying as a result of any order or directive of any court or other Governmental Authority. In furtherance and not in limitation of the foregoing, the Issuing Lender may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the Issuing Lender shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
Appears in 1 contract
Role of Issuing Lender. Each Applicable Lender and GWI Borrower Party agree that, in paying any drawing under a Letter of Credit, the Issuing Lender shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None No Administrative Agent-Related Person nor any of the Issuing Lenderrespective correspondents, the Administrative Agent, any participants or assignees of their respective Related Parties nor any correspondent, participant or assignee of the Issuing Lender shall be liable to any Applicable Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Applicable Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconductmisconduct as determined in a final, nonappealable judgment by a court of competent jurisdiction; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer DocumentCredit. GWI Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude GWI’s Borrower's pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None No Administrative Agent-Related Person, nor any of the Issuing Lenderrespective correspondents, the Agents, any participants or assignees of their respective Related Parties nor any correspondent, participant or assignee of the Issuing Lender, shall be liable or responsible for any of the matters described in clauses subsection (ag) through (e) of §5.4; provided, however, that anything in such clauses to the contrary notwithstanding, GWI may have a claim against the Issuing Lender, and the Issuing Lender may be liable to GWI, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by GWI which GWI proves were caused by the Issuing Lender’s willful misconduct or gross negligence or the Issuing Lender’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Creditabove. In furtherance and not in limitation of the foregoing, the Issuing Lender may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the Issuing Lender shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; provided that the Issuing Lender shall be responsible for its gross negligence or willful misconduct as determined in a final, nonappealable judgment by a court of competent jurisdiction.
Appears in 1 contract
Role of Issuing Lender. Each Applicable Lender and GWI Trendwest agree that, in paying any drawing under a Letter of Credit, the Issuing Lender shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None No Administrative Agent-Related Person nor any of the Issuing Lenderrespective correspondents, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant participants or assignee assignees of the Issuing Lender shall be liable to any Applicable Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Applicable Lenders or the Required Majority Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer DocumentCredit. GWI Trendwest hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude GWI’s Trendwest's pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None No Administrative Agent-Related Person, nor any of the Issuing Lenderrespective correspondents, the Agents, any of their respective Related Parties nor any correspondent, participant participants or assignee assignees of the Issuing Lender, shall be liable or responsible for any of the matters described in clauses subsection (avii) through (e) of §5.4; provided, however, that anything in such clauses to the contrary notwithstanding, GWI may have a claim against the Issuing Lender, and the Issuing Lender may be liable to GWI, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by GWI which GWI proves were caused by the Issuing Lender’s willful misconduct or gross negligence or the Issuing Lender’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Creditabove. In furtherance and not in limitation of the foregoing, the Issuing Lender may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the Issuing Lender shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which that may prove to be invalid or ineffective for any reason.
Appears in 1 contract
Role of Issuing Lender. Each Applicable Lender and GWI Borrower agree that, in paying any drawing under a Letter of Credit, the Issuing Lender shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None No Administrative Agent- Related Person nor any of the Issuing Lenderrespective correspondents, the Administrative Agent, any participants or assignees of their respective Related Parties nor any correspondent, participant or assignee of the Issuing Lender shall be liable to any Applicable Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Applicable Lenders or the Required Requisite Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer DocumentCredit. GWI Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall -------- ------- not, preclude GWI’s Borrower's pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None No Administrative Agent-Related Person, nor any of the Issuing Lenderrespective correspondents, the Agents, any participants or assignees of their respective Related Parties nor any correspondent, participant or assignee of the Issuing Lender, shall be liable or responsible for any of the matters described in clauses subsection (ag) through (e) of §5.4; provided, however, that anything in such clauses to the contrary notwithstanding, GWI may have a claim against the Issuing Lender, and the Issuing Lender may be liable to GWI, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by GWI which GWI proves were caused by the Issuing Lender’s willful misconduct or gross negligence or the Issuing Lender’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Creditabove. In furtherance and not in limitation of the foregoing, the Issuing Lender may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the Issuing Lender shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
Appears in 1 contract
Samples: Credit Agreement (Flir Systems Inc)
Role of Issuing Lender. Each Applicable Revolving Lender and GWI the Borrower agree that, in paying any drawing under a Letter of Credit, the Issuing Lender shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the Issuing Lender, the Administrative any Agent, -Related Person nor any of their the respective Related Parties nor any correspondentcorrespondents, participant participants or assignee assignees of the Issuing Lender shall be liable to any Applicable Revolving Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Applicable Lenders or the Required Revolving Lenders, as applicablethe Requisite Lenders; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer DocumentLetter of Credit Application. GWI The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude GWIthe Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the Issuing Lender, the Agentsany Agent-Related Person, nor any of their the respective Related Parties nor any correspondentcorrespondents, participant participants or assignee assignees of the Issuing Lender, shall be liable or responsible for any of the matters described in clauses (a1) through (e5) of §5.4Section 2.4(e); provided, however, that anything in such clauses to the contrary notwithstanding, GWI the Borrower may have a claim against the Issuing Lender, and the Issuing Lender may be liable to GWIthe Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by GWI the Borrower which GWI the Borrower proves were caused by the Issuing Lender’s willful misconduct or gross negligence or the Issuing Lender’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the Issuing Lender may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the Issuing Lender shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
Appears in 1 contract
Samples: Loan Agreement (Station Casinos Inc)
Role of Issuing Lender. Each Applicable Revolving Lender and GWI the Borrowers agree that, in paying any drawing under a Letter of Credit, the Issuing Lender shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the Issuing Lender, the Administrative Agent, any of their respective Related Agent Parties nor any correspondentof the respective correspondents, participant participants or assignee assignees of the Issuing Lender shall be liable to any Applicable Revolving Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Applicable Lenders or Lenders, the Required Lenders, or Revolving Lenders holding in the aggregate more than fifty percent (50%) of the Revolving Commitments, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer DocumentLetter of Credit application. GWI The Borrowers hereby assumes assume all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude GWI’s the Borrowers’ pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the Issuing Lender, the Agentsany Agent Parties, nor any of their the respective Related Parties nor any correspondentcorrespondents, participant participants or assignee assignees of the Issuing Lender, shall be liable or responsible for any of the matters described in clauses (ai) through (ev) of §5.4Section 2.4(f); provided, however, that anything in such clauses to the contrary notwithstanding, GWI the Borrowers may have a claim against the Issuing Lender, and the Issuing Lender may be liable to GWIthe Borrowers, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by GWI which GWI proves the Borrowers that the Borrowers prove were caused by the Issuing Lender’s willful misconduct or gross negligence or the Issuing Lender’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the Issuing Lender may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the Issuing Lender shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which that may prove to be invalid or ineffective for any reason. The Issuing Lender may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.
Appears in 1 contract
Role of Issuing Lender. Each Applicable Lender and GWI the Borrower agree that, in paying any drawing under a Letter of Credit, the Issuing Lender shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the such Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the Issuing Lender, the Administrative any Agent, -Related Person or any of their the respective Related Parties nor any correspondentcorrespondents, participant participants or assignee assignees of the Issuing Lender shall be liable to any Applicable Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Applicable Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer DocumentLetter of Credit Application. GWI The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude GWI’s the Borrower's pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the Issuing Lender, the Agents, any Agent-Related Person or any of their the respective Related Parties nor any correspondentcorrespondents, participant participants or assignee assignees of the Issuing Lender, shall be liable or responsible for any of the matters described in clauses (ai) through (ev) of §5.4Section 2.2(e); provided, however, that anything in such clauses to the contrary notwithstanding, GWI the Borrower may have a claim against the Issuing Lender, and the Issuing Lender may be liable to GWIthe Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by GWI the Borrower which GWI the Borrower proves were caused by the Issuing Lender’s 's willful misconduct or gross negligence or the Issuing Lender’s 's willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of CreditCredit unless the Issuing Lender is prevented or prohibited from so paying as a result of any order or directive of any court or other Governmental Authority. In furtherance and not in limitation of the foregoing, the Issuing Lender may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the Issuing Lender shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
Appears in 1 contract
Samples: Credit Agreement (Chattem Inc)
Role of Issuing Lender. Each Applicable Lender and GWI Borrower agree that, in paying any drawing under a Letter of Credit, the Issuing Lender shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None No Administrative Agent- Related Person nor any of the Issuing Lenderrespective correspondents, the Administrative Agent, any participants or assignees of their respective Related Parties nor any correspondent, participant or assignee of the Issuing Lender shall be liable to any Applicable Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Applicable Lenders or the Required Requisite Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer DocumentCredit. GWI Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, -------- ------- that this assumption is not intended to, and shall not, preclude GWI’s Borrower's pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None No Administrative Agent-Related Person, nor any of the Issuing Lenderrespective correspondents, the Agents, any participants or assignees of their respective Related Parties nor any correspondent, participant or assignee of the Issuing Lender, shall be liable or responsible for any of the matters described in clauses subsection (ag) through (e) of §5.4; provided, however, that anything in such clauses to the contrary notwithstanding, GWI may have a claim against the Issuing Lender, and the Issuing Lender may be liable to GWI, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by GWI which GWI proves were caused by the Issuing Lender’s willful misconduct or gross negligence or the Issuing Lender’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Creditabove. In furtherance and not in limitation of the foregoing, the Issuing Lender may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the Issuing Lender shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
Appears in 1 contract
Samples: Credit Agreement (Quantum Corp /De/)
Role of Issuing Lender. Each Applicable Lender and GWI each Borrower agree that, in paying any drawing under a Fronted Letter of Credit, the no Issuing Lender shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the such Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the Issuing LenderLenders or any Related Persons, the Administrative Agent, correspondents or participants of any of their respective Related Parties nor any correspondent, participant or assignee of the Issuing Lender shall be liable to any Applicable Lender for (ia) any action taken or omitted in connection herewith at the request or with the approval of the Applicable Lenders or the Required Majority Lenders, as applicable; , (iib) any action taken or omitted in the absence of gross negligence or willful misconduct; misconduct or (iiic) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Documentany Application. GWI Each Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude GWI’s any Borrower pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the Issuing LenderLenders, the AgentsLenders, any Related Persons of their respective Related Parties nor any correspondent, participant or assignee of the foregoing or any correspondents or participants of any Issuing Lender, Lender shall be liable or responsible for any of the matters described in clauses (ai) through (ev) of §5.4Section 3.5; provided, however, that anything in such clauses (i) through (v) to the contrary notwithstanding, GWI each Borrower may have a claim against the applicable Issuing Lender or Lender, and the such Issuing Lender or Lender may be liable to GWIsuch Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by GWI such Borrower which GWI proves were caused by the such Issuing Lender’s or Lender’s willful misconduct or gross negligence or the such Issuing Lender’s or Lender’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the each Issuing Lender may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the no Issuing Lender shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. Each Issuing Lender shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each Lender agrees that each Issuing Lender shall have all of the benefits and immunities provided to the Administrative Agent in Article 9 with respect to any acts taken or omissions suffered by such Issuing Lender in connection with Letters of Credit issued by it or proposed to be issued by it and documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article 9 included each Issuing Lender with respect to such acts or omissions.
Appears in 1 contract
Role of Issuing Lender. Each Applicable Lender and GWI the Borrower agree that, in paying any drawing under a Letter of Credit, the Issuing Lender shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the Issuing Lender, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the Issuing Lender shall be liable to any Applicable Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Applicable Lenders or the Required Majority Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Letter of Credit Document. GWI The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude GWIthe Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the Issuing Lender, the AgentsAdministrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the Issuing Lender, Lender shall be liable or responsible for any of the matters described in clauses (ai) through (ev) of §5.4Section 2.07(e); provided, however, that anything in such clauses to the contrary notwithstanding, GWI the Borrower may have a claim against the Issuing Lender, and the Issuing Lender may be liable to GWIthe Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by GWI the Borrower which GWI the Borrower proves were caused by the Issuing Lender’s 's willful misconduct or gross negligence or the Issuing Lender’s 's willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the Issuing Lender may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the Issuing Lender shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
Appears in 1 contract
Role of Issuing Lender. Each Applicable Lender and GWI Borrower Party agree ---------------------- that, in paying any drawing under a Letter of Credit, the Issuing Lender shall not have any responsibility to obtain any document (other than any sight draft, draft and certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None No Administrative Agent-Related Person nor any of the Issuing Lenderrespective correspondents, the Administrative Agent, any participants or assignees of their respective Related Parties nor any correspondent, participant or assignee of the Issuing Lender shall be liable to any Applicable Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Applicable Lenders or the Required Requisite Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer DocumentCredit. GWI Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, -------- ------- preclude GWI’s Borrower's pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None No Administrative Agent-Related Person, nor any of the Issuing Lenderrespective correspondents, the Agents, any participants or assignees of their respective Related Parties nor any correspondent, participant or assignee of the Issuing Lender, shall be liable or responsible for any of the matters described in clauses subsection (ag) through (e) of §5.4; provided, however, that anything in such clauses to the contrary notwithstanding, GWI may have a claim against the Issuing Lender, and the Issuing Lender may be liable to GWI, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by GWI which GWI proves were caused by the Issuing Lender’s willful misconduct or gross negligence or the Issuing Lender’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Creditabove. In furtherance and not in limitation of the foregoing, the Issuing Lender may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the Issuing Lender shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
Appears in 1 contract
Role of Issuing Lender. Each Applicable Lender and GWI the Company agree that, ---------------------- in paying any drawing under a Letter of Credit, the Issuing Lender shall not have any responsibility to obtain any document (other than any sight draft, draft and certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None No Agent-Related Person (as such term is defined in Section 9.3) nor any of the Issuing Lenderrespective ----------- correspondents, the Administrative Agent, any participants or assignees of their respective Related Parties nor any correspondent, participant or assignee of the Issuing Lender shall be liable to any Applicable Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Applicable Lenders or the Required Requisite Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer DocumentCredit. GWI The Company hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this -------- ------- assumption is not intended to, and shall not, preclude GWI’s the Company's pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None No Agent-Related Person, nor any of the Issuing Lenderrespective correspondents, the Agents, any participants or assignees of their respective Related Parties nor any correspondent, participant or assignee of the Issuing Lender, shall be liable or responsible for any of the matters described in clauses subsection (af) through (e) of §5.4; provided, however, that anything in such clauses to the contrary notwithstanding, GWI may have a claim against the Issuing Lender, and the Issuing Lender may be liable to GWI, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by GWI which GWI proves were caused by the Issuing Lender’s willful misconduct or gross negligence or the Issuing Lender’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Creditabove. In furtherance and not in limitation of the foregoing, the Issuing Lender may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the Issuing Lender shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
Appears in 1 contract
Samples: Credit Agreement (Oneok Inc /New/)
Role of Issuing Lender. Each Applicable Lender and GWI Borrower Party agree that, in paying any drawing under a Letter of Credit, the Issuing Lender shall not have any responsibility to obtain any document (other than any sight draft, draft and certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None No Administrative Agent-Related Person nor any of the Issuing Lenderrespective correspondents, the Administrative Agent, any participants or assignees of their respective Related Parties nor any correspondent, participant or assignee of the Issuing Lender shall be liable to any Applicable Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Applicable Lenders or the Required Requisite Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer DocumentCredit. GWI Borrowers hereby assumes assume all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; providedPROVIDED, howeverHOWEVER, that this assumption is not intended to, and shall not, preclude GWI’s Borrowers' pursuing such rights and remedies as it they may have against the beneficiary or transferee at law or under any other agreement. None No Administrative Agent-Related Person, nor any of the Issuing Lenderrespective correspondents, the Agents, any participants or assignees of their respective Related Parties nor any correspondent, participant or assignee of the Issuing Lender, shall be liable or responsible for any of the matters described in clauses subsection (ag) through (e) of §5.4; provided, however, that anything in such clauses to the contrary notwithstanding, GWI may have a claim against the Issuing Lender, and the Issuing Lender may be liable to GWI, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by GWI which GWI proves were caused by the Issuing Lender’s willful misconduct or gross negligence or the Issuing Lender’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Creditabove. In furtherance and not in limitation of the foregoing, the Issuing Lender may 50 accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the Issuing Lender shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
Appears in 1 contract
Samples: Credit Agreement (Apartment Investment & Management Co)
Role of Issuing Lender. Each Applicable Lender and GWI Borrower agree that, in paying any drawing under a Letter of Credit, the Issuing Lender shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None No Administrative Agent-Related Person nor any of the Issuing Lenderrespective correspondents, the Administrative Agent, any participants or assignees of their respective Related Parties nor any correspondent, participant or assignee of the Issuing Lender shall be liable to any Applicable Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Applicable Lenders or the Required Requisite Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer DocumentCredit. GWI Each Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided. No Administrative Agent-Related Person, however, that this assumption is not intended to, and shall not, preclude GWI’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under nor any other agreement. None of the Issuing Lenderrespective correspondents, the Agents, any participants or assignees of their respective Related Parties nor any correspondent, participant or assignee of the Issuing Lender, shall be liable or responsible for any of the matters described in clauses subsection (ag) through (e) of §5.4; provided, however, that anything in such clauses to the contrary notwithstanding, GWI may have a claim against the Issuing Lender, and the Issuing Lender may be liable to GWI, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by GWI which GWI proves were caused by the Issuing Lender’s willful misconduct or gross negligence or the Issuing Lender’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Creditabove. In furtherance and not in limitation of the foregoing, the Issuing Lender may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the Issuing Lender shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
Appears in 1 contract
Role of Issuing Lender. Each Applicable Lender and GWI the Company agree that, in paying any drawing under a Letter of Credit or Existing Letter of Credit, the applicable Issuing Lender shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the such Letter of Credit or Existing Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the applicable Issuing Lender, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the such Issuing Lender shall be liable to any Applicable Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Applicable Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit, Existing Letter of Credit or Issuer Document, as applicable. GWI The Company hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit or Existing Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude GWIthe Company’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the applicable Issuing Lender, the AgentsAdministrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the applicable Issuing Lender, Lender shall be liable or responsible for any of the matters described in clauses (a) through (e) of §5.4Section 2.3.5; provided, however, that anything in such clauses to the contrary notwithstanding, GWI the Company may have a claim against the applicable Issuing Lender, and the such Issuing Lender may be liable to GWIthe Company, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by GWI the Company which GWI the Company proves were caused by the such Issuing Lender’s willful misconduct or gross negligence or the such Issuing Lender’s willful failure to pay under any Letter of Credit or Existing Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of CreditCredit or Existing Letter of Credit unless such Issuing Lender is prevented or prohibited from so paying as a result of any order or directive of any court or other Governmental Authority. In furtherance and not in limitation of the foregoing, the applicable Issuing Lender may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the such Issuing Lender shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or Existing Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
Appears in 1 contract
Role of Issuing Lender. Each Applicable Lender and GWI the Borrower agree that, in paying any drawing under a Letter of Credit, the Issuing Lender shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the Issuing Lender, the Administrative Agent, any of their respective Agent Related Parties nor any correspondent, participant or assignee of the Issuing Lender shall be liable to any Applicable Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Applicable Revolving Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. GWI The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude GWIthe Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the Issuing Lender, the AgentsAdministrative Agent, any of their respective Agent Related Parties nor any correspondent, participant or assignee of the Issuing Lender, Lender shall be liable or responsible for any of the matters described in clauses (a) through (e) of §5.4Section 3.12; provided, however, that anything in such clauses Section to the contrary notwithstanding, GWI the Borrower may have a claim against the Issuing Lender, and the Issuing Lender may be liable to GWIthe Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by GWI the Borrower which GWI the Borrower proves were caused by the Issuing Lender’s willful misconduct or gross negligence or the Issuing Lender’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the Issuing Lender may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the Issuing Lender shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. The Issuing Lender may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.
Appears in 1 contract
Samples: Credit Agreement (Microsemi Corp)
Role of Issuing Lender. Each Applicable Lender and GWI the Borrowers agree that, in paying any drawing under a Letter of Credit, the Issuing Lender shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the Issuing Lender, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the Issuing Lender shall be liable to any Applicable Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Applicable Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. GWI Each Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude GWI’s a Borrower's pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the Issuing Lender, the AgentsAdministrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the Issuing Lender, Lender shall be liable or responsible for any of the matters described in clauses (ai) through (ev) of §5.4Section 2.2(e); provided, however, that anything in such clauses to the contrary notwithstanding, GWI a Borrower may have a claim against the Issuing Lender, and the Issuing Lender may be liable to GWIa Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by GWI a Borrower which GWI such Borrower proves were caused by the Issuing Lender’s 's willful misconduct or gross negligence or the Issuing Lender’s 's willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the Issuing Lender may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the Issuing Lender shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
Appears in 1 contract
Role of Issuing Lender. Each Applicable Lender and GWI the Borrowers agree that, in paying any drawing under a Letter of Credit, the Issuing Lender shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the Issuing Lender, the Administrative any Agent, -Related Person nor any of their the respective Related Parties nor any correspondentcorrespondents, participant participants or assignee assignees of the Issuing Lender shall be liable to any Applicable Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Applicable Lenders or the Required Majority Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer DocumentApplication. GWI The Borrowers hereby assumes assume all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude GWI’s the Borrowers' pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the Issuing Lender, the Agentsany Agent-Related Person, nor any of their the respective Related Parties nor any correspondentcorrespondents, participant participants or assignee assignees of the Issuing Lender, shall be liable or responsible for any of the matters described in clauses (ai) through (ev) of §5.4Section 3.5; provided, however, that anything in such clauses to the contrary notwithstanding, GWI the Borrowers may have a claim against the Issuing Lender, and the Issuing Lender may be liable to GWIthe Borrowers, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by GWI the Borrowers which GWI proves the Borrowers prove were caused by the Issuing Lender’s 's willful misconduct or gross negligence or the Issuing Lender’s 's willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the Issuing Lender may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the Issuing Lender shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
Appears in 1 contract
Samples: Credit Agreement (White Mountains Insurance Group LTD)
Role of Issuing Lender. Each Applicable Lender and GWI the Borrower agree that, in paying any drawing under a Letter of Credit, the an Issuing Lender shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the Issuing LenderLenders, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the any Issuing Lender shall be liable to any Applicable Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Applicable Revolving Credit Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconductmisconduct (as determined by a final and nonappealable decision of a court of competent jurisdiction); or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. GWI The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude GWIthe Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the Issuing LenderLenders, the AgentsAdministrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the any Issuing Lender, Lender shall be liable or responsible for any of the matters described in clauses (a) through (e) of §5.4Section 2.26(m); provided, however, that anything in such clauses Section to the contrary notwithstanding, GWI the Borrower may have a claim against the an Issuing Lender, and the an Issuing Lender may be liable to GWIthe Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by GWI the Borrower which GWI proves were caused by the such Issuing LenderXxxxxx’s willful misconduct or gross negligence or the such Issuing Lender’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of CreditCredit (in each case, as determined by a final and nonappealable decision of a court of competent jurisdiction). In furtherance and not in limitation of the foregoing, the an Issuing Lender may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the an Issuing Lender shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. An Issuing Lender may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.
Appears in 1 contract
Role of Issuing Lender. Each Applicable Lender and GWI each Borrower agree that, in paying any drawing under a Letter of Credit, the no Issuing Lender shall not have any responsibility to obtain any document (other than any sight or time draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the any Issuing Lender, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the any Issuing Lender shall be liable to any Applicable Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Applicable Revolving Credit Lenders, Required Revolving Credit Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. GWI Each Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude GWIsuch Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the any Issuing Lender, the AgentsAdministrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the any Issuing Lender, Lender shall be liable or responsible for any of the matters described in clauses (a) through (e) of §5.4Section 2.3(e); provided, however, that anything in such clauses to the contrary notwithstanding, GWI a Borrower may have a claim against the an Issuing Lender, and the an Issuing Lender may be liable to GWIsuch Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by GWI such Borrower which GWI proves such Borrower proves, as determined by a final nonappealable judgment of a court of competent jurisdiction, were caused by the such Issuing Lender’s bad faith, willful misconduct or gross negligence or the such Issuing Lender’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight or time draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the each Issuing Lender may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the no Issuing Lender shall not be responsible for the validity or sufficiency of any instrument transferring transferring, endorsing or assigning or purporting to transfer transfer, endorse or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. Each Issuing Lender may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.
Appears in 1 contract
Samples: Credit Agreement (Blackbaud Inc)
Role of Issuing Lender. Each Applicable Lender and GWI Borrower agree that, in paying any drawing under a Letter of Credit, the Issuing Lender shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None No Administrative Agent-Related Person nor any of the Issuing Lenderrespective correspondents, the Administrative Agent, any participants or assignees of their respective Related Parties nor any correspondent, participant or assignee of the Issuing Lender shall be liable to any Applicable Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Applicable Lenders or the Required Requisite Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer DocumentCredit. GWI Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided. No Administrative Agent-Related Person, however, that this assumption is not intended to, and shall not, preclude GWI’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under nor any other agreement. None of the Issuing Lenderrespective correspondents, the Agents, any participants or assignees of their respective Related Parties nor any correspondent, participant or assignee of the Issuing Lender, shall be liable or responsible for any of the matters described in clauses subsection (ag) through (e) of §5.4; provided, however, that anything in such clauses to the contrary notwithstanding, GWI may have a claim against the Issuing Lender, and the Issuing Lender may be liable to GWI, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by GWI which GWI proves were caused by the Issuing Lender’s willful misconduct or gross negligence or the Issuing Lender’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Creditabove. In furtherance and not in limitation of the foregoing, the Issuing Lender may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the Issuing Lender shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
Appears in 1 contract
Role of Issuing Lender. Each Applicable Lender and GWI Borrower Party agree that, in paying any drawing under a Letter of Credit, the Issuing Lender shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None No Administrative Agent-Related Person nor any of the Issuing Lenderrespective correspondents, the Administrative Agent, any participants or assignees of their respective Related Parties nor any correspondent, participant or assignee of the Issuing Lender shall be liable to any Applicable Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Applicable Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer DocumentCredit. GWI Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude GWI’s Borrower's pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None No Administrative Agent-Related Person, nor any of the Issuing Lenderrespective correspondents, the Agents, any participants or assignees of their respective Related Parties nor any correspondent, participant or assignee of the Issuing Lender, shall be liable or responsible for any of the matters described in clauses subsection (ag) through (e) of §5.4; provided, however, that anything in such clauses to the contrary notwithstanding, GWI may have a claim against the Issuing Lender, and the Issuing Lender may be liable to GWI, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by GWI which GWI proves were caused by the Issuing Lender’s willful misconduct or gross negligence or the Issuing Lender’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Creditabove. In furtherance and not in limitation of the foregoing, the Issuing Lender may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the Issuing Lender shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
Appears in 1 contract
Role of Issuing Lender. Each Applicable Lender and GWI Borrower Party agree that, in paying any drawing under a Letter of Credit, the Issuing Lender shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None No Administrative Agent-Related Person nor any of the Issuing Lenderrespective correspondents, the Administrative Agent, any participants or assignees of their respective Related Parties nor any correspondent, participant or assignee of the Issuing Lender shall be liable to any Applicable Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Applicable Lenders or the Required Requisite Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer DocumentCredit. GWI Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; providedPROVIDED, howeverHOWEVER, that this assumption is not intended to, and shall not, preclude GWI’s Borrower's pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None No Administrative Agent-Related Person, nor any of the Issuing Lenderrespective correspondents, the Agents, any participants or assignees of their respective Related Parties nor any correspondent, participant or assignee of the Issuing Lender, shall be liable or responsible for any of the matters described in clauses subsection (ag) through (e) of §5.4; provided, however, that anything in such clauses to the contrary notwithstanding, GWI may have a claim against the Issuing Lender, and the Issuing Lender may be liable to GWI, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by GWI which GWI proves were caused by the Issuing Lender’s willful misconduct or gross negligence or the Issuing Lender’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Creditabove. In furtherance and not in limitation of the foregoing, the Issuing Lender may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the Issuing Lender shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
Appears in 1 contract
Samples: Credit Agreement (Tech Data Corp)
Role of Issuing Lender. Each Applicable Lender and GWI each Borrower agree that, in paying any drawing under a Letter of Credit, the Issuing Lender shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the Issuing Lender, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the Issuing Lender shall be liable to any Applicable Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Applicable Lenders or the Required Lenders, as applicable; (ii) any action taken or 39 omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. GWI Each Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude GWIany Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the Issuing Lender, the AgentsAdministrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the Issuing Lender, Lender shall be liable or responsible for any of the matters described in clauses (a) through (e) of §5.4Section 2.10; provided, however, that anything in such clauses to the contrary notwithstanding, GWI such Borrower may have a claim against the Issuing Lender, and the Issuing Lender may be liable to GWIsuch Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by GWI such Borrower which GWI such Borrower proves were caused by the Issuing Lender’s willful misconduct or gross negligence or the Issuing Lender’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the Issuing Lender may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the Issuing Lender shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
Appears in 1 contract
Samples: Credit Agreement (Kennametal Inc)
Role of Issuing Lender. Each Applicable Lender and GWI the Borrowers agree that, in paying any drawing under a Letter of Credit, the Issuing Lender shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the Issuing Lender, the Administrative any Agent, -Related Person nor any of their the respective Related Parties nor any correspondentcorrespondents, participant participants or assignee assignees of the Issuing Lender shall be liable to any Applicable Lender for (ia) any action taken or omitted in connection herewith at the request or with the approval of the Applicable Lenders or the Required Majority Lenders, as applicable; (iib) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iiic) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer DocumentApplication. GWI The Borrowers hereby assumes assume all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude GWI’s the Borrowers’ pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the Issuing Lender, the Agentsany Agent-Related Person, nor any of their the respective Related Parties nor any correspondentcorrespondents, participant participants or assignee assignees of the Issuing Lender, shall be liable or responsible for any of the matters described in clauses (ai) through (ev) of §5.4Section 3.5; provided, however, that anything in such clauses (i) through (v) to the contrary notwithstanding, GWI the Borrowers may have a claim against the Issuing Lender, and the Issuing Lender may be liable to GWIthe Borrowers, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by GWI the Borrowers which GWI proves the Borrowers prove were caused by the Issuing Lender’s willful misconduct or gross negligence or the Issuing Lender’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the Issuing Lender may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the Issuing Lender shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
Appears in 1 contract
Samples: Credit Agreement (White Mountains Insurance Group LTD)
Role of Issuing Lender. Each Applicable Revolving Credit Lender and GWI the Borrower agree that, in paying any drawing under a Letter of Credit, the applicable Issuing Lender shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the applicable Issuing Lender, any Related Party of the Issuing Lender, the Administrative Agent, any of their respective Related Parties nor Affiliates or any correspondent, participant or assignee of the applicable Issuing Lender shall be liable to any Applicable Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Applicable Required Lenders or the Required Revolving Credit Lenders, as applicable; , (ii) any action taken or omitted in the absence of gross negligence negligence, bad faith or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. GWI The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, provided that this assumption is not intended to, and shall not, preclude GWIthe Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the applicable Issuing Lender, any Related Party of the Issuing Lender, the AgentsAdministrative Agent, any of their respective Related Parties nor Affiliates or any correspondent, participant or assignee of the applicable Issuing Lender, Lender shall be liable or responsible for any of the matters described in clauses (a) through (e) of §5.4Section 3.3(d); provided, however, provided that anything in such clauses Section to the contrary notwithstanding, GWI the Borrower may have a claim against the applicable Issuing Lender, and the applicable Issuing Lender may be liable to GWIthe Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by GWI which GWI proves were the Borrower caused by the such Issuing LenderXxxxxx’s willful misconduct or gross negligence negligence, as determined in a final non-appealable judgment of a court of competent jurisdiction, or the such Issuing LenderXxxxxx’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of CreditCredit (as determined by a court of competent jurisdiction in a final and non-appealable order). In furtherance and not in limitation of the foregoing, the a Issuing Lender may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the such Issuing Lender shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
Appears in 1 contract
Samples: And Restatement Agreement (Baldwin Insurance Group, Inc.)
Role of Issuing Lender. Each Applicable Lender and GWI Borrower Parties agree that, in paying any drawing under a Letter of Credit, the Issuing Lender shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None No Administrative Agent-Related Person nor any of the Issuing Lenderrespective correspondents, the Administrative Agent, any participants or assignees of their respective Related Parties nor any correspondent, participant or assignee of the Issuing Lender shall be liable to any Applicable Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Applicable Lenders or the Required Requisite Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer DocumentCredit. GWI Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; providedPROVIDED, howeverHOWEVER, that this assumption is not intended to, and shall not, preclude GWI’s Borrower's pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None No Administrative Agent-Related Person, nor any of the Issuing Lenderrespective correspondents, the Agents, any participants or assignees of their respective Related Parties nor any correspondent, participant or assignee of the Issuing Lender, shall be liable or responsible for any of the matters described in clauses subsection (ag) through (e) of §5.4; provided, however, that anything in such clauses to the contrary notwithstanding, GWI may have a claim against the Issuing Lender, and the Issuing Lender may be liable to GWI, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by GWI which GWI proves were caused by the Issuing Lender’s willful misconduct or gross negligence or the Issuing Lender’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Creditabove. In furtherance and not in limitation of the foregoing, the Issuing Lender may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the Issuing Lender shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
Appears in 1 contract
Samples: Credit Agreement (K2 Inc)
Role of Issuing Lender. Each Applicable Lender and GWI each Borrower agree that, in paying any drawing under a Letter of Credit, the no Issuing Lender shall not have any responsibility to obtain any document (other than any sight or time draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the any Issuing Lender, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the any Issuing Lender shall be liable to any Applicable Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Applicable Revolving Credit Lenders, Required Revolving Credit Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. GWI Each Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude GWIsuch Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the any Issuing Lender, the AgentsAdministrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the any Issuing Lender, Lender shall be liable or responsible for any of the matters described in clauses (a) through (e) of §5.4Section 2.3(e); provided, however, that anything in such clauses to the contrary notwithstanding, GWI a Borrower may have a claim against the an Issuing Lender, and the an Issuing Lender may be liable to GWIsuch Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by GWI such Borrower which GWI proves such Borrower proves, as determined by a final nonappealable judgment of a court of competent jurisdiction, were caused by the such Issuing Lender’s bad faith, willful misconduct or gross negligence or the such Issuing Lender’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight or time draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the each Issuing Lender may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the no Issuing Lender shall not be responsible for the validity or sufficiency of any instrument transferring transferring, endorsing or assigning or purporting to transfer transfer, endorse or assign a Letter of Credit CHAR1\1858015v1CHAR1\1858015v2 or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. Each Issuing Lender may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.
Appears in 1 contract
Samples: Credit Agreement (Blackbaud Inc)
Role of Issuing Lender. Each Applicable Lender Lender, Borrower and GWI each of the Co-Borrowers agree that, in paying any drawing under a Letter of Credit, the Issuing Lender shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the Issuing Lender, the Administrative any Agent, -Related Person nor any of their the respective Related Parties nor any correspondentcorrespondents, participant participants or assignee assignees of the Issuing Lender shall be liable to any Applicable Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Applicable Lenders or the Required Requisite Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer DocumentLetter of Credit Application. GWI Borrower and the relevant Co-Borrower hereby assumes assume all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude GWI’s Borrower's or the relevant Co-Borrower's pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the Issuing Lender, the Agentsany Agent-Related Person, nor any of their the respective Related Parties nor any correspondentcorrespondents, participant participants or assignee assignees of the Issuing Lender, shall be liable or responsible for any of the matters described in clauses (a1) through (e5) of §5.4Section 2.4(e); provided, however, that anything in such clauses to the contrary notwithstanding, GWI Borrower or the relevant Co-Borrower may have a claim against the Issuing Lender, and the Issuing Lender may be liable to GWIBorrower or the relevant Co-Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by GWI Borrower or the relevant Co-Borrower which GWI such Borrower or such Co-Borrower proves were caused by the Issuing Lender’s 's willful misconduct or gross negligence or the Issuing Lender’s 's willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the Issuing Lender may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the Issuing Lender shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
Appears in 1 contract
Samples: Loan Agreement (MGM Mirage)
Role of Issuing Lender. Each Applicable Lender and GWI the Borrower agree that, in paying any drawing under a Letter of Credit, the Issuing Lender shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the Issuing Lender, the Administrative any Agent, -Related Person nor any of their the respective Related Parties nor any correspondentcorrespondents, participant participants or assignee assignees of the Issuing Lender shall be liable to any Applicable Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Applicable Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer DocumentLetter of Credit Application. GWI The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude GWI’s the Borrower's pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the Issuing Lender, the Agentsany Agent-Related Person, nor any of their the respective Related Parties nor any correspondentcorrespondents, participant participants or assignee assignees of the Issuing Lender, shall be liable or responsible for any of the matters described in clauses (ai) through (ev) of §5.4Section 2.7(f); provided, however, that anything in such clauses to the contrary notwithstanding, GWI the Borrower may have a claim against the Issuing Lender, and the Issuing Lender may be liable to GWIthe Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by GWI the Borrower which GWI the Borrower proves were caused by the Issuing Lender’s 's willful misconduct or gross negligence or the Issuing Lender’s 's willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the Issuing Lender may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the Issuing Lender shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
Appears in 1 contract
Samples: Credit Agreement (Take Two Interactive Software Inc)
Role of Issuing Lender. Each Applicable Revolving Lender and GWI the Borrowers agree that, in paying any drawing under a Letter of Credit, the Issuing Lender shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the Issuing Lender, the Administrative any Agent, -Related Person nor any of their the respective Related Parties nor any correspondentcorrespondents, participant participants or assignee assignees of the Issuing Lender shall be liable to any Applicable Revolving Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Applicable Lenders or Lenders, the Required Lenders, or Revolving Lenders holding in the aggregate more than 50% of the Revolving Commitments, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer DocumentLetter of Credit application. GWI The Borrowers hereby assumes assume all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude GWI’s the Borrowers’ pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the Issuing Lender, the Agentsany Agent-Related Person, nor any of their the respective Related Parties nor any correspondentcorrespondents, participant participants or assignee assignees of the Issuing Lender, shall be liable or responsible for any of the matters described in clauses (ai) through (ev) of §5.4Section 2.3(f); provided, however, that anything in such clauses to the contrary notwithstanding, GWI the Borrowers may have a claim against the Issuing Lender, and the Issuing Lender may be liable to GWIthe Borrowers, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by GWI which GWI proves the Borrowers that the Borrowers prove were caused by the Issuing Lender’s willful misconduct or gross negligence or the Issuing Lender’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the Issuing Lender may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the Issuing Lender shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which that may prove to be invalid or ineffective for any reason.
Appears in 1 contract
Role of Issuing Lender. Each Applicable Revolving Lender and GWI Borrower agree that, in paying any drawing under a Letter of Credit, the Issuing Lender shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the No Administrative Agent-Related Person, nor Issuing Lender, the Administrative Agent, nor any of their the respective Related Parties nor any correspondentcorrespondents, participant participants or assignee assignees of the Issuing Lender shall be liable to any Applicable Revolving Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Applicable Revolving Lenders or the Required Requisite Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer DocumentCredit. GWI Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude GWIBorrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the No Administrative Agent-Related Person, nor Issuing Lender, the Agents, nor any of their the respective Related Parties nor any correspondentcorrespondents, participant participants or assignee assignees of the Issuing Lender, shall be liable or responsible for any of the matters described in clauses subsection (ag) through (e) of §5.4; provided, however, that anything in such clauses to the contrary notwithstanding, GWI may have a claim against the Issuing Lender, and the Issuing Lender may be liable to GWI, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by GWI which GWI proves were caused by the Issuing Lender’s willful misconduct or gross negligence or the Issuing Lender’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Creditabove. In furtherance and not in limitation of the foregoing, the Issuing Lender may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the Issuing Lender shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
Appears in 1 contract
Samples: First Lien Credit Agreement (Kratos Defense & Security Solutions, Inc.)
Role of Issuing Lender. Each Applicable Lender and GWI the Parent Borrower agree that, in paying any drawing under a Letter of Credit, the Issuing Lender shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the Issuing Lender, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the Issuing Lender shall be liable to any Applicable Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Applicable Revolving Credit Lenders or the Required Revolving Credit Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Loan Document. GWI The Parent Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude GWIthe Parent Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the Issuing Lender, the AgentsAdministrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the Issuing Lender, Lender shall be liable or responsible for any of the matters described in clauses (ai) through (ev) of §5.4Section 3.1(f); provided, however, that anything in such clauses to the contrary notwithstanding, GWI the Parent Borrower may have a claim against the Issuing Lender, and the Issuing Lender may be liable to GWIthe Parent Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by GWI the Parent Borrower which GWI the Parent Borrower proves were caused by the Issuing LenderXxxxxx’s willful misconduct or gross negligence or the Issuing Lender’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the Issuing Lender may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the Issuing Lender shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. The Issuing Lender may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.
Appears in 1 contract
Role of Issuing Lender. Each Applicable Lender and GWI the Borrower agree that, in paying any drawing under a Letter of Credit, the Issuing Lender shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the Issuing Lender, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the Issuing Lender shall be liable to any Applicable Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Applicable Lenders or the Required Majority Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Letter of Credit Document. GWI The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude GWIthe Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the Issuing Lender, the AgentsAdministrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the Issuing Lender, Lender shall be liable or responsible for any of the matters described in clauses (ai) through (ev) of §5.4Section 2.07(e); provided, however, that anything in such clauses to the contrary notwithstanding, GWI the Borrower may have a claim against the Issuing Lender, and the Issuing Lender may be liable to GWIthe Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by GWI the Borrower which GWI the Borrower proves were caused by the Issuing Lender’s willful misconduct or gross negligence or the Issuing Lender’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the Issuing Lender may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the Issuing Lender shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
Appears in 1 contract
Role of Issuing Lender. Each Applicable Lender and GWI the Borrower agree that, in paying any drawing under a Letter of Credit, the Issuing Lender shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the Issuing Lender, the Administrative any Agent, -Related Person nor any of their the respective Related Parties nor any correspondentcorrespondents, participant participants or assignee assignees of the Issuing Lender shall be liable to any Applicable Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Applicable Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer DocumentLetter of Credit Application. GWI The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude GWI’s the Borrower's pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the Issuing Lender, the Agentsany Agent-Related Person, nor any of their the respective Related Parties nor any correspondentcorrespondents, participant participants or assignee assignees of the Issuing Lender, shall be liable or responsible for any of the matters described in clauses (ai) through (ev) of §5.4Section 2.2(e); provided, however, that anything in such clauses to the contrary notwithstanding, GWI the Borrower may have a claim against the Issuing Lender, and the Issuing Lender may be liable to GWIthe Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by GWI the Borrower which GWI the Borrower proves were caused by the Issuing Lender’s 's willful misconduct or gross negligence or the Issuing Lender’s 's willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the Issuing Lender may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the Issuing Lender shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
Appears in 1 contract
Role of Issuing Lender. Each Applicable Revolving Lender and GWI the Borrower agree that, in paying any drawing under a Letter of Credit, the Issuing Lender shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the Issuing Lender, the Administrative any Agent, -Related Person nor any of their the respective Related Parties nor any correspondentcorrespondents, participant participants or assignee assignees of the Issuing Lender shall be liable to any Applicable Revolving Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Applicable Lenders or the Required Revolving Lenders, as applicablethe Requisite Lenders; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer DocumentLetter of Credit Application. GWI The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude GWI’s the Borrower's pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the Issuing Lender, the Agentsany Agent-Related Person, nor any of their the respective Related Parties nor any correspondentcorrespondents, participant participants or assignee assignees of the Issuing Lender, shall be liable or responsible for any of the matters described in clauses (a1) through (e5) of §5.4Section 2.4(e); provided, however, that anything in such clauses to the contrary notwithstanding, GWI may have a claim against the Issuing Lender, and the Issuing Lender may be liable to GWI, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by GWI which GWI proves were caused by the Issuing Lender’s willful misconduct or gross negligence or the Issuing Lender’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the Issuing Lender may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the Issuing Lender shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.in
Appears in 1 contract
Samples: Loan Agreement (Station Casinos Inc)
