Role of the Issuing Bank. Each Issuing Bank will exercise and give the same care and attention to each Letter of Credit as it gives to its other letters of credit and similar obligations, and each Issuing Bank’s sole liability to each Lender shall be to distribute pursuant to Section 11.3 promptly, as and when received by such Issuing Bank, each Lender’s Facility A Participation of any payments made to such Issuing Bank by the Canadian Borrower. Each Lender agrees that, in paying any drawing under a Letter of Credit, the applicable Issuing Bank shall not have any responsibility to obtain any document (other than as required by such Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of any Person delivering any such document. No Issuing Bank nor any of its representatives, officers, employees or agents shall be liable to any Lender for (a) any action taken or omitted to be taken in connection herewith at the request or with the approval of the Required Lenders, (b) any action taken or omitted to be taken in the absence of gross negligence or wilful misconduct, (c) any recitals, statements, representations or warranties contained in any document distributed to any Lender, (d) the creditworthiness of the Canadian Borrower, or (e) the execution, effectiveness, genuineness, validity, or enforceability of any Letter of Credit, or any other document contemplated thereby. No Issuing Bank shall incur any liability (i) by acting in reliance upon any notice, consent, certificate, statement or other writing (which may be a bank wire, telecopier or similar writing) believed by it to be genuine or to be signed by the proper party or parties or (ii) by acting as permitted under Section 11.13. The obligations of the Lenders hereunder are several and not joint and several, and no Lender shall be liable for the performance or non-performance of the obligations of any other Lender under this ARTICLE 11. In the event of gross negligence or wilful misconduct on the part of an Issuing Bank in the payment of any drawing under a Letter of Credit, such Issuing Bank shall repay to each Lender any amount paid by such Lender to such Issuing Bank pursuant to Section 11.2 which the Canadian Borrower has not reimbursed to such Issuing Bank strictly and solely as a result of such gross negligence or wilful misconduct.
Appears in 4 contracts
Samples: Credit Agreement (GFL Environmental Inc.), Credit Agreement (GFL Environmental Inc.), Credit Agreement (GFL Environmental Inc.)
Role of the Issuing Bank. (a) Each Issuing Bank will exercise and give the same care and attention to each Letter of Credit as it gives to its other letters of credit and similar obligations, and each Issuing Bank’s sole liability to each Lender shall be to distribute pursuant to Section 11.3 promptly, as and when received by such Issuing Bank, each Lender’s Facility A Participation of any payments made to such Issuing Bank by the Canadian Borrower. Each Lender agrees Company agree that, in paying any drawing under a Letter of Credit, the applicable Issuing Bank shall not have any responsibility to obtain any document (other than as any sight draft and certificates expressly required by such the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of any the Person executing or delivering any such document. (b) No Issuing Bank Agent-Related Person nor any of its representativesthe respective correspondents, officers, employees participants or agents assignees of the Issuing Bank shall be liable to any Lender for Bank for: (ai) any action taken or omitted to be taken in connection herewith at the request or with the approval of the Banks (including the Required LendersBanks, as applicable); (bii) any action taken or omitted to be taken in the absence of gross negligence or wilful willful misconduct, ; or (c) any recitals, statements, representations or warranties contained in any document distributed to any Lender, (diii) the creditworthiness of the Canadian Borrower, or (e) the due execution, effectiveness, genuineness, validity, validity or enforceability of any L/C-Related Document. (c) 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 the Company's pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other document contemplated therebyagreement. No Agent-Related Person, nor any of the respective correspondents, participants or assignees of the Issuing Bank, shall be liable or responsible for any of the matters described in clauses (i) through (vii) of Section 3.6; provided, however, anything in such clauses to the contrary notwithstanding, that the Company may have a claim against the Issuing Bank, and the Issuing Bank may be liable to the Company, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Company which the Company proves were caused by the Issuing Bank's willful misconduct or gross negligence or the Issuing Bank'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: (i) the Issuing Bank 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 (ii) the Issuing Bank shall incur not be responsible for the validity or sufficiency of any liability (i) by acting instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in reliance upon any noticewhole or in part, consent, certificate, statement or other writing (which may be a bank wire, telecopier or similar writing) believed by it prove to be genuine invalid or to be signed by the proper party or parties or (ii) by acting as permitted under Section 11.13ineffective for any reason. 3.6 Obligations Absolute The obligations of the Lenders hereunder are several and not joint and several, and no Lender shall be liable for the performance or non-performance of the obligations of any other Lender Company under this ARTICLE 11. In Agreement and any L/C- Related Document to reimburse the event of gross negligence or wilful misconduct on the part of an Issuing Bank in the payment of any for a drawing under a Letter of Credit, and to repay any L/C Borrowing and any drawing under a Letter of Credit converted into Facility A Revolving Loans, shall be unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement and each such other L/C-Related Document under all circumstances, including the following: (i) any lack of validity or enforceability of this Agreement or any L/C-Related Document; (ii) any change in the time, manner or place of payment of, or in any other term of, all or any of the obligations of the Company in respect of any Letter of Credit or any other amendment or waiver of or any consent to departure from all or any of the L/C-Related Documents; (iii) the existence of any claim, set-off, defense or other right that the Company may have at any time against any beneficiary or any transferee of any Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), the Issuing Bank shall repay or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by the L/C-Related Documents or any unrelated transaction; (iv) any draft, demand, certificate or other document presented under any Letter of Credit proving to each Lender be forged, fraudulent, invalid or insufficient in any amount paid respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any Letter of Credit; (v) any payment by such Lender to such the Issuing Bank pursuant to Section 11.2 which under any Letter of Credit against presentation of a draft or certificate that does not strictly comply with the Canadian Borrower has not reimbursed to such terms of any Letter of Credit; or any payment made by the Issuing Bank strictly and solely as under any Letter of Credit to any Person purporting to be a result trustee in bankruptcy, debtor-in-possession, assignee for the benefit of such gross negligence creditors, liquidator, receiver or wilful misconduct.other representative of or successor to any beneficiary or any transferee of any Letter of Credit, including any arising in connection with any Insolvency Proceeding; (vi) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any other guarantee, for all or any of the obligations of the Company in respect of any Letter of Credit; or (vii) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Company or a guarantor. 3.7
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Role of the Issuing Bank. Each Issuing Bank will exercise and give the same care and attention to each Letter of Credit as it gives to its other letters of credit and similar obligations, and each Issuing Bank’s sole 108 liability to each Lender shall be to distribute pursuant to Section 11.3 10.3 promptly, as and when received by such Issuing Bank, each Lender’s Facility A Participation and each Lender’s Facility B Participation of any payments made to such Issuing Bank by the Canadian Borrower. Each Lender agrees that, in paying any drawing under a Letter of Credit, the applicable Issuing Bank shall not have any responsibility to obtain any document (other than as required by such Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of any Person delivering any such document. No Issuing Bank nor any of its representatives, officers, employees or agents shall be liable to any Lender for (a) any action taken or omitted to be taken in connection herewith at the request or with the approval of the Required Lenders, (b) any action taken or omitted to be taken in the absence of gross negligence or wilful misconduct, (c) any recitals, statements, representations or warranties contained in any document distributed to any Lender, (d) the creditworthiness of the Canadian Borrower, or (e) the execution, effectiveness, genuineness, validity, or enforceability of any Letter of Credit, or any other document contemplated thereby. No Issuing Bank shall incur any liability (i) by acting in reliance upon any notice, consent, certificate, statement or other writing (which may be a bank wire, telecopier or similar writing) believed by it to be genuine or to be signed by the proper party or parties or (ii) by acting as permitted under Section 11.1310.13. The obligations of the Lenders hereunder are several and not joint and several, and no Lender shall be liable for the performance or non-performance of the obligations of any other Lender under this ARTICLE 1110. In the event of gross negligence or wilful misconduct on the part of an Issuing Bank in the payment of any drawing under a Letter of Credit, such Issuing Bank shall repay to each Lender any amount paid by such Lender to such Issuing Bank pursuant to Section 11.2 10.2 which the Canadian Borrower has not reimbursed to such Issuing Bank strictly and solely as a result of such gross negligence or wilful misconduct.
Appears in 1 contract
Role of the Issuing Bank. Each Issuing Bank will exercise and give the same care and attention to each Letter of Credit as it gives to its other letters of credit and similar obligations, and each Issuing Bank’s sole liability to each Lender shall be to distribute pursuant to Section 11.3 promptly, as and when received by such Issuing Bank, each Lender’s Facility A Participation of any payments made to such Issuing Bank by the Canadian Borrower. Each Lender agrees and Borrower agree that, in paying any drawing under a Letter of Credit, the applicable Issuing Bank shall not have any responsibility to obtain any document (other than as any sight draft and certificates expressly required by such the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of any the Person executing or delivering any such document. No Issuing Bank nor Neither Agent or any of its representativesAffiliates nor Issuing Bank or any of its correspondents, officers, employees participants or agents assignees of the Issuing Bank shall be liable to any Lender for for: (aA) any action taken or omitted to be taken in connection herewith at the request or with the approval of the Required Lenders (including the Lenders, as applicable); (bB) any action taken or omitted to be taken in the absence of gross negligence or wilful willful misconduct, ; or (c) any recitals, statements, representations or warranties contained in any document distributed to any Lender, (dC) the creditworthiness of the Canadian Borrower, or (e) the due execution, effectiveness, genuineness, validity, validity or enforceability of any L/C-Related Document. 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 Borrower's pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. Neither Agent or any other document contemplated thereby. No of its Affiliates, nor Issuing Bank or any of its correspondents, participants or assignees of the Issuing Bank, shall incur be liable or responsible for any liability of the matters described in clauses (i) by acting through (vii) of Section 2.14(g); provided, however, anything in reliance upon any noticesuch clauses to the contrary notwithstanding, consentthat Borrower may have a claim against the Issuing Bank, certificate, statement or other writing (which and the Issuing Bank may be a bank wireliable to Borrower, telecopier to the extent, but only to the extent, of any direct, as opposed to consequential or similar writing) believed exemplary, damages suffered by it to be genuine or to be signed Borrower that Borrower proves were caused by the proper party Issuing Bank's willful misconduct or parties or (ii) by acting as permitted under Section 11.13. The obligations of the Lenders hereunder are several and not joint and several, and no Lender shall be liable for the performance or non-performance of the obligations of any other Lender under this ARTICLE 11. In the event of gross negligence or wilful misconduct on in determining whether the part of an Issuing Bank in the payment of any drawing drafts and other documents presented under a Letter of Credit comply with the terms thereof or the Issuing Bank'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: (i) the Issuing Bank may accept documents that appear on their face to be in order, such without responsibility for further investigation, regardless of any notice or information to the contrary; and (ii) the Issuing Bank shall repay not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to each Lender 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 amount paid by such Lender to such Issuing Bank pursuant to Section 11.2 which the Canadian Borrower has not reimbursed to such Issuing Bank strictly and solely as a result of such gross negligence or wilful misconductreason.
Appears in 1 contract
Samples: Security Agreement (Perma Fix Environmental Services Inc)
Role of the Issuing Bank. Each Issuing Bank will exercise and give the same care and attention to each Letter of Credit as it gives to its other letters of credit and similar obligations, and each Issuing Bank’s sole liability to each Lender shall be to distribute pursuant to Section 11.3 promptly, as and when received by such Issuing Bank, each Lender’s Facility A Participation of any payments made to such Issuing Bank by the Canadian Borrower. Each Lender agrees and the Company agree that, in paying any drawing under a Letter of Credit, the applicable Issuing Bank shall not have any responsibility to obtain any document (other than as any sight draft, certificates and documents expressly required by such the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of any the Person executing or delivering any such document. No None of the Issuing Bank nor Bank, the Agent, any of its representativestheir respective Affiliates, any of their or their respective Affiliates’ respective partners, directors, officers, employees employees, agents, trustees and advisers, nor any correspondent, participant or agents assignee of the Issuing Bank, shall be liable to any Lender for (ai) any action taken or omitted to be taken in connection herewith at the request or with the approval of the Required Lenders or the Majority Lenders, as applicable; (bii) any action taken or omitted to be taken in the absence of gross negligence or wilful willful misconduct, ; or (c) any recitals, statements, representations or warranties contained in any document distributed to any Lender, (diii) the creditworthiness of the Canadian Borrower, or (e) the due execution, effectiveness, genuineness, validity, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. 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 the Company’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other document contemplated therebyagreement. No None of the Issuing Bank Bank, the Agent, any of their respective Affiliates, any of their or their respective Affiliates’ respective partners, directors, officers, employees, agents, trustees and advisers, nor any correspondent, participant or assignee of the Issuing Bank, shall incur be liable or responsible for any liability of the matters described in clauses (i) by acting through (v) of Section 3.07; provided, however, that anything in reliance upon any noticesuch clauses to the contrary notwithstanding, consentthe Company may have a claim against the Issuing Bank, certificate, statement or other writing (which and the Issuing Bank may be a bank wireliable to the Company, telecopier to the extent, but only to the extent, of any direct, as opposed to consequential or similar writing) believed by it to be genuine or to be signed exemplary, damages suffered by the proper party Company which the Company proves were caused by the Issuing Bank’s willful misconduct or parties or (ii) by acting as permitted under Section 11.13. The obligations of the Lenders hereunder are several and not joint and several, and no Lender shall be liable for the performance or non-performance of the obligations of any other Lender under this ARTICLE 11. In the event of gross negligence or wilful misconduct on the part Issuing Bank’s willful failure to pay under any Letter of an Issuing Bank in Credit after the payment presentation to it by the beneficiary of any drawing under 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, such the Issuing Bank 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 Bank shall repay not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to each Lender 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 amount paid by such Lender to such Issuing Bank pursuant to Section 11.2 which the Canadian Borrower has not reimbursed to such Issuing Bank strictly and solely as a result of such gross negligence or wilful misconductreason.
Appears in 1 contract
Samples: Credit Agreement (CBIZ, Inc.)
Role of the Issuing Bank. (a) Each Issuing Bank will exercise and give the same care and attention to each Letter of Credit as it gives to its other letters of credit and similar obligations, and each Issuing Bank’s sole liability to each Lender shall be to distribute pursuant to Section 11.3 promptly, as and when received by such Issuing Bank, each Lender’s Facility A Participation of any payments made to such Issuing Bank by the Canadian Borrower. Each Lender agrees Company agree that, in paying any drawing under a Letter of Credit, the applicable Issuing Bank shall not have any responsibility to obtain any document (other than as any sight draft and certificates expressly required by such the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of any the Person executing or delivering any such document. (b) No Issuing Bank Agent-Related Person nor any of its representativesthe respective correspondents, officers, employees participants or agents assignees of the Issuing Bank shall be liable to any Lender for Bank for: (ai) any action taken or omitted to be taken in connection herewith at the request or with the approval of the Required LendersBanks (including the Majority Banks, as applicable); (bii) any action taken or omitted to be taken in the absence of gross negligence or wilful willful misconduct, ; or (c) any recitals, statements, representations or warranties contained in any document distributed to any Lender, (diii) the creditworthiness of the Canadian Borrower, or (e) the due execution, effectiveness, genuineness, validity, validity or enforceability of any L/C-Related Document. (c) 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 the Company's pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other document contemplated therebyagreement. No Agent-Related Person, nor any of the respective correspondents, participants or assignees of the Issuing Bank Bank, shall incur be liable or responsible for any liability of the matters described in clauses (i) by acting through (vii) of Section 3.06; provided, however, anything in reliance upon any noticesuch clauses to the contrary notwithstanding, consentthat the Company may have a claim against the Issuing Bank, certificate, statement or other writing (which and the Issuing Bank may be a bank wireliable to the Company, telecopier to the extent, but only to the extent, of any direct, as opposed to consequential or similar writing) believed by it to be genuine or to be signed exemplary, damages suffered by the proper party Company which the Company proves were caused by the Issuing Bank's willful misconduct or parties or (ii) by acting as permitted under Section 11.13. The obligations of the Lenders hereunder are several and not joint and several, and no Lender shall be liable for the performance or non-performance of the obligations of any other Lender under this ARTICLE 11. In the event of gross negligence or wilful misconduct on the part Issuing Bank's willful failure to pay under any Letter of an Issuing Bank in Credit after the payment presentation to it by the beneficiary of any drawing under 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: (i) the Issuing Bank may accept documents that appear on their face to be in order, such without responsibility for further investigation, regardless of any notice or information to the contrary; and (ii) the Issuing Bank shall repay not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to each Lender 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 amount paid by such Lender to such Issuing Bank pursuant to Section 11.2 which the Canadian Borrower has not reimbursed to such Issuing Bank strictly and solely as a result of such gross negligence or wilful misconduct.reason. 3.06
Appears in 1 contract
Role of the Issuing Bank. Each Issuing Bank will exercise and give the same care and attention to each Letter of Credit as it gives to its other letters of credit and similar obligations, and each Issuing Bank’s sole liability to each Lender shall be to distribute pursuant to Section 11.3 promptly, as and when received by such Issuing Bank, each Lender’s Facility A Participation of any payments made to such Issuing Bank by the Canadian Borrower. Each Lender agrees and the Borrower agree that, in paying any drawing under a Letter of Credit, the applicable Issuing Bank shall not have any responsibility to obtain any document (other than as any sight draft, certificates and documents expressly required by such the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of any the Person executing or delivering any such document. No None of the Issuing Bank nor Bank, the Agent, any of its representativestheir respective Affiliates, any of their or their respective Affiliates’ respective partners, directors, officers, employees employees, agents, trustees and advisers, nor any correspondent, participant or agents assignee of the Issuing Bank, shall be liable to any Lender for (ai) any action taken or omitted to be taken in connection herewith at the request or with the approval of the Required Lenders or the Majority Lenders, as applicable; (bii) any action taken or omitted to be taken in the absence of gross negligence or wilful willful misconduct, ; or (c) any recitals, statements, representations or warranties contained in any document distributed to any Lender, (diii) the creditworthiness of the Canadian Borrower, or (e) the due execution, effectiveness, genuineness, validity, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. 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 the Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other document contemplated therebyagreement. No None of the Issuing Bank Bank, the Agent, any of their respective Affiliates, any of their or their respective Affiliates’ respective partners, directors, officers, employees, agents, trustees and advisers, nor any correspondent, participant or assignee of the Issuing Bank, shall incur be liable or responsible for any liability of the matters described in clauses (i) by acting through (v) of Section 3.07; provided, however, that anything in reliance upon any noticesuch clauses to the contrary notwithstanding, consentthe Borrower may have a claim against the Issuing Bank, certificate, statement or other writing (which and the Issuing Bank may be a bank wireliable to the Borrower, telecopier to the extent, but only to the extent, of any direct, as opposed to consequential or similar writing) believed by it to be genuine or to be signed exemplary, damages suffered by the proper party Borrower which the Borrower proves were caused by the Issuing Bank’s willful misconduct or parties or (ii) by acting as permitted under Section 11.13. The obligations of the Lenders hereunder are several and not joint and several, and no Lender shall be liable for the performance or non-performance of the obligations of any other Lender under this ARTICLE 11. In the event of gross negligence or wilful misconduct on the part Issuing Bank’s willful failure to pay under any Letter of an Issuing Bank in Credit after the payment presentation to it by the beneficiary of any drawing under 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, such the Issuing Bank 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 Bank shall repay not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to each Lender 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 amount paid by such Lender to such Issuing Bank pursuant to Section 11.2 which the Canadian Borrower has not reimbursed to such Issuing Bank strictly and solely as a result of such gross negligence or wilful misconductreason.
Appears in 1 contract
Samples: Credit Agreement (CBIZ, Inc.)
Role of the Issuing Bank. Each The Issuing Bank will exercise and give the same care and attention to each Letter of Credit as it gives to its other letters of credit and similar obligations, and each the Issuing Bank’s sole liability to each Lender shall be to distribute pursuant to Section 11.3 9.3 promptly, as and when received by such the Issuing Bank, each Lender’s Facility A Participation of any payments made to such the Issuing Bank by the Canadian Borrower. Each Lender agrees that, in paying any drawing under a Letter of Credit, the applicable Issuing Bank shall not have any responsibility to obtain any document (other than as required by such Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of any Person delivering any such document. No Neither the Issuing Bank nor any of its representatives, officers, employees or agents shall be liable to any Lender for (a) any action taken or omitted to be taken in connection herewith at the request or with the approval of the Required Majority Lenders, (b) any action taken or omitted to be taken in the absence of intentional or gross negligence or wilful misconductfault, (c) any recitals, statements, representations or warranties contained in any document distributed to any Lender, (d) the creditworthiness of the Canadian Borrower, or (e) the execution, effectiveness, genuineness, validity, or enforceability of any Letter of Credit, or any other document contemplated thereby. No The Issuing Bank shall not incur any liability (i) by acting in reliance upon any notice, consent, certificate, statement or other writing (which may be a bank wire, telecopier or similar writing) believed by it to be genuine or to be signed by the proper party or parties or (ii) by acting as permitted under Section 11.139.12. The obligations of the Lenders hereunder are several joint and not joint and severalsolidary, and no Lender shall be liable for the performance or non-performance of the obligations of any other Lender under this ARTICLE 119. In the event of intentional or gross negligence or wilful misconduct fault on the part of an the Issuing Bank in the payment of any drawing draft under a Letter of Credit, such the Issuing Bank shall repay to each Lender any amount paid by such Lender to such the Issuing Bank pursuant to Section 11.2 which the Canadian Borrower has not reimbursed to such Issuing Bank strictly and solely as a result of such gross negligence or wilful misconduct9.2.
Appears in 1 contract
Samples: Credit Agreement (Alithya Group Inc)
Role of the Issuing Bank. Each Issuing Bank will exercise and give the same care and attention to each Letter of Credit as it gives to its other letters of credit and similar obligations, and each Issuing Bank’s sole liability to each Lender shall be to distribute pursuant to Section 11.3 promptly, as and when received by such Issuing Bank, each Lender’s Facility A Participation of any payments made to such Issuing Bank by the Canadian Borrower. Each Lender agrees and the Borrower agree that, in paying any drawing under a Letter of Credit, the applicable Issuing Bank shall not have any responsibility to obtain any document (other than as any sight draft, certificates and documents expressly required by such the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of any the Person executing or delivering any such document. No None of the Issuing Bank Bank, the Agent, any of their respective Affiliates, any of their or their respective Affiliates’ Related Parties, nor any correspondent, participant or assignee of its representativesthe Issuing Bank, officers, employees or agents shall be liable to any Lender for (ai) any action taken or omitted to be taken in connection herewith at the request or with the approval of the Required Lenders or the Majority Lenders, as applicable; (bii) any action taken or omitted to be taken in the absence of gross negligence or wilful willful misconduct, ; or (c) any recitals, statements, representations or warranties contained in any document distributed to any Lender, (diii) the creditworthiness of the Canadian Borrower, or (e) the due execution, effectiveness, genuineness, validity, validity or enforceability of any document or instrument related to any Letter of Credit or L/C-Related Document. 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 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 Bank, the Agent, any of their respective Affiliates, any of their or their respective Affiliates’ respective Related Parties, nor any correspondent, participant or assignee of the Issuing Bank, shall be liable or responsible for any of the matters described in clauses (a) through (e) of Section 3.06; provided, however, that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against the Issuing Bank, and the Issuing Bank may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower which the Borrower proves, as determined by a final nonappealable judgment of a court of competent jurisdiction, were caused by the Issuing Bank’s willful misconduct or gross negligence or the Issuing Bank’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 Bank 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 Bank 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 Bank may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication message or overnight courier, or any other document contemplated thereby. No Issuing Bank shall incur any liability (i) by acting in reliance upon any notice, consent, certificate, statement or other writing (which may be commercially reasonable means of communicating with a bank wire, telecopier or similar writing) believed by it to be genuine or to be signed by the proper party or parties or (ii) by acting as permitted under Section 11.13. The obligations of the Lenders hereunder are several and not joint and several, and no Lender shall be liable for the performance or non-performance of the obligations of any other Lender under this ARTICLE 11. In the event of gross negligence or wilful misconduct on the part of an Issuing Bank in the payment of any drawing under a Letter of Credit, such Issuing Bank shall repay to each Lender any amount paid by such Lender to such Issuing Bank pursuant to Section 11.2 which the Canadian Borrower has not reimbursed to such Issuing Bank strictly and solely as a result of such gross negligence or wilful misconductbeneficiary.
Appears in 1 contract
Samples: Credit Agreement (CBIZ, Inc.)
