Role of the Issuing Lender. (a) Each Lender and the Company agree that, in honoring any drawing under a Letter of Credit, the Issuing Lender shall not have any responsibility to obtain any document (other than any sight draft and certificate expressly 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 the Person executing or delivering any such document. (b) No Agent-Related Person, Issuing Lender nor any of their respective correspondents, participants or assignees shall be liable to any Lender for: (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders (including 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 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 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 this Agreement or any other agreement. No Agent-Related Person, Issuing Lender nor any of their respective correspondents, participants or assignees shall be liable or responsible for any of the matters described in clauses (i) through (vii) of Section 3.6; provided that, anything in such clauses to the contrary notwithstanding, the Company may have a claim against the Issuing Lender, and the Issuing Lender 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 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 such Letter of Credit. In furtherance and not in limitation of the foregoing: (i) 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 (ii) 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 (Del Monte Foods Co), Credit Agreement (Del Monte Foods Co), Credit Agreement (Del Monte Foods Co)
Role of the Issuing Lender. (a) Each Lender and the Company Borrower agree that, in honoring paying any drawing under a Letter of Credit, the Issuing Lender Lenders shall not have any responsibility to obtain any document (other than any sight draft draft, certificates and certificate documents expressly required by such a Letter of Credit) or to ascertain or inquire as to the validity validity, authenticity or accuracy of any such document (provided, that the Issuing Lenders will determine whether such documents appear on their face to be in order) or the authority of the Person executing or delivering any such document.
(b) No . None of the Issuing Lenders, the Administrative Agent-Related Person, Issuing Lender nor any of their respective correspondentsRelated Parties nor any correspondent, participants participant or assignees assignee of the Issuing Lenders shall be liable to any Lender for: :
(i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders (including or the Required LendersMajority Facility Lenders or the Borrower, as applicable); ;
(ii) any action taken or omitted in the absence of gross negligence or willful misconduct (such gross negligence or willful misconduct; or , as determined by a final and non-appealable judgment of a court of competent jurisdiction);
(iii) the due execution, effectiveness, validity or enforceability of any L/C-Related Document.document or instrument related to any Letter of Credit or related Application, or any other document, agreement and instrument entered into by such Issuing Lender and the Borrower (or any Restricted Subsidiary) or in favor of such Issuing Lender and relating to such Letter of Credit; or
(civ) any special, indirect, punitive or consequential damages. The Company 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 provided, however, that this assumption is not intended to, and shall not, preclude the Company's Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under this Agreement or any other agreement. No None of the Issuing Lenders, the Administrative Agent-Related Person, Issuing Lender nor any of their respective correspondentsRelated Parties nor any correspondent, participants participant or assignees assignee of the Issuing Lenders shall be liable or responsible for any of the matters described in clauses (i) through (viix) of Section 3.6; provided thatprovided, however, that anything in such clauses to the contrary notwithstanding, the Company Borrower may have a claim against the relevant Issuing Lender, and the such Issuing Lender may be liable to the CompanyBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Company Borrower which the Company Borrower proves were caused by the such Issuing Lender's ’s willful misconduct or gross negligence or the such Issuing Lender's ’s willful failure to pay under any Letter of Credit (such gross negligence, willful misconduct or willful failure to pay, as determined by a final and non-appealable judgment of a court of competent jurisdiction) after the presentation to it by the beneficiary of a sight draft and certificate(s) and documents expressly required by and strictly complying with the terms and conditions of such a Letter of Credit. In furtherance and not in limitation of the foregoing: (i) , the Issuing Lender Lenders may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless and provided that a Letter of any notice or information to the contrary; and (ii) Credit is issued permitting transfer then the Issuing Lender Lenders 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 Lenders 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, as agreed to with the Borrower.
Appears in 3 contracts
Samples: Asset Based Revolving Credit Agreement (Revlon Inc /De/), Term Credit Agreement (Revlon Inc /De/), Asset Based Revolving Credit Agreement (Revlon Inc /De/)
Role of the Issuing Lender. (a) Each Lender Lender, Borrower and each of the Company Co-Borrowers agree that, in honoring 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, certificates and certificate 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 the Person executing or delivering any such document.
(b) No . None of the Issuing Lender, any Agent-Related Person, Issuing Lender Person nor any of their the respective correspondents, participants or assignees of the Issuing Lender shall be liable to any Lender for: for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders (including 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 L/Cdocument or instrument related to any Letter of Credit or Letter of Credit Application. Borrower and the relevant Co-Related Document.
(c) The Company 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 provided, however, that this assumption is not intended to, and shall not, preclude Borrower’s or the Company's relevant Co-Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under this Agreement or any other agreement. No None of the Issuing Lender, any Agent-Related Person, Issuing Lender nor any of their the respective correspondents, participants or assignees of the Issuing Lender, shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 3.62.6(e); provided thatprovided, however, that anything in such clauses to the contrary notwithstanding, Borrower or the Company relevant Co-Borrower may have a claim against the Issuing Lender, and the that Issuing Lender may be liable to Borrower or the Companyrelevant Co-Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by Borrower or the Company relevant Co-Borrower which the Company such Borrower or such Co-Borrower proves were caused by the that Issuing Lender's ’s willful misconduct or gross negligence or the that 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 such a Letter of Credit. In furtherance and not in limitation of the foregoing: (i) , 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 (ii) 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: Loan Agreement (MGM Resorts International), Loan Agreement (MGM Resorts International), Loan Agreement (MGM Mirage)
Role of the Issuing Lender. (aThe Issuing Lender will exercise and give the same care and attention to each Letter of Credit issued by it pursuant to this Section 3.9 as it gives to its other letters of credit and similar obligations, and the Issuing Lender’s sole liability to the Lenders shall be to promptly return to the Agent for the account of each such Lender, such Lender’s Lender’s Proportion of any payments made to the Issuing Lender by the Borrower pursuant to Section 3.9(b) where the Borrower has made a payment to the Issuing Lender pursuant to Section 3.9(c). Each Lender and the Company agree agrees that, in honoring 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 and certificate as expressly 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 the Person executing or any person delivering any such document.
(b) No Agent-Related Person, . Neither the Issuing Lender nor any of their respective correspondentsits representatives, participants officers, employees or assignees agents shall be liable to any Lender for: :
(i) any action taken or omitted to be taken in connection herewith at the request or with the approval of the Lenders (including the Required Majority Lenders, as applicable); ;
(ii) any action taken or omitted to be taken in connection with any Letter of Credit in the absence of gross negligence or willful misconduct; or or
(iii) the due execution, effectiveness, validity genuineness, 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 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 this Agreement or any other agreementdocument contemplated thereby. No Agent-Related Person, Issuing Lender nor any of their respective correspondents, participants or assignees shall be liable or responsible for any of the matters described in clauses (i) through (vii) of Section 3.6; provided that, anything in such clauses to the contrary notwithstanding, the Company may have a claim against the Issuing Lender, and the Issuing Lender 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 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 such Letter of Credit. In furtherance and not in limitation of the foregoing: (i) 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 (ii) the The Issuing Lender shall not be responsible for the validity incur any liability by acting in reliance upon any notice, consent, certificate, statement 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, other writing (which may prove be a bank wire, telex or similar writing) believed by it to be invalid genuine or ineffective for any reasonto be signed by the proper party or parties.
Appears in 2 contracts
Samples: Credit Agreement (Pengrowth Energy Trust), Credit Agreement (Pengrowth Energy Trust)
Role of the Issuing Lender. (a) Each Lender and the Company Borrower agree that, in honoring paying any drawing under a Letter of Credit, the Issuing Lender Lenders shall not have any responsibility to obtain any document (other than any sight draft draft, certificates and certificate documents expressly required by such a Letter of Credit) or to ascertain or inquire as to the validity validity, authenticity or accuracy of any such document (provided, that the Issuing Lenders will determine whether such documents appear on their face to be in order) or the authority of the Person executing or delivering any such document.
(b) No . None of the Issuing Lenders, the Administrative Agent-Related Person, Issuing Lender nor any of their respective correspondentsRelated Parties nor any correspondent, participants participant or assignees assignee of the Issuing Lenders shall be liable to any Lender for: (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders (including or the Required LendersMajority Facility Lenders or the Borrower, as applicable); (ii) any action taken or omitted in the absence of gross negligence or willful misconduct (such gross negligence or willful misconduct, as determined by a final and non-appealable judgment of a court of competent jurisdiction); or (iii) the due execution, effectiveness, validity or enforceability of any L/C-Related Document.
document or instrument related to any Letter of Credit or related Application, or any other document, agreement and instrument entered into by such Issuing Lender and the Borrower (cor any Restricted Subsidiary) or in favor of such Issuing Lender and relating to such Letter of Credit; or (iv) any special, indirect, punitive or consequential damages. The Company 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 provided, however, that this assumption is not intended to, and shall not, preclude the Company's Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under this Agreement or any other agreement. No None of the Issuing Lenders, the Administrative Agent-Related Person, Issuing Lender nor any of their respective correspondentsRelated Parties nor any correspondent, participants participant or assignees assignee of the Issuing Lenders shall be liable or responsible for any of the matters described in clauses (i) through (viix) of Section 3.6; provided thatprovided, however, that anything in such clauses to the contrary notwithstanding, the Company Borrower may have a claim against the relevant Issuing Lender, and the such Issuing Lender may be liable to the CompanyBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Company Borrower which the Company Borrower proves were caused by the such Issuing Lender's ’s willful misconduct or gross negligence or the such Issuing Lender's ’s willful failure to pay under any Letter of Credit (such gross negligence, willful misconduct or willful failure to pay, as determined by a final and non-appealable judgment of a court of competent jurisdiction) after the presentation to it by the beneficiary of a sight draft and certificate(s) and documents expressly required by and strictly complying with the terms and conditions of such a Letter of Credit. In furtherance and not in limitation of the foregoing: (i) , the Issuing Lender Lenders may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless and provided that a Letter of any notice or information to the contrary; and (ii) Credit is issued permitting transfer then the Issuing Lender Lenders 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 Lenders 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, as agreed to with the Borrower.
Appears in 2 contracts
Samples: Asset Based Revolving Credit Agreement (Revlon Consumer Products Corp), Asset Based Revolving Credit Agreement (Revlon Consumer Products Corp)
Role of the Issuing Lender. (a) Each Lender and the Company Borrowers agree that, in honoring 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, certificates and certificate 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 the Person executing or delivering any such document.
(b) No . None of the Issuing Lender, the Administrative Agent-Related Person, Issuing Lender nor any of their respective correspondentsRelated Parties nor any correspondent, participants participant or assignees assignee of the Issuing Lender shall be liable to any Lender for: for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders (including 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 L/C-Related document or instrument related to any Letter of Credit or Issuer Document.
(c) . The Company 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 provided, however, that this assumption is not intended to, and shall not, preclude the Company's Borrowers pursuing such rights and remedies as it they may have against the beneficiary or transferee at law or under this Agreement or any other agreement. No None of the Issuing Lender, the Administrative Agent-Related Person, Issuing Lender nor any of their respective correspondentsRelated Parties nor any correspondent, participants participant or assignees assignee of the Issuing Lender shall be liable or responsible for any of the matters described in clauses (i) through (vii) of Section 3.63.06; provided thatprovided, however, that anything in such clauses to the contrary notwithstanding, the Company may have a claim against the Issuing Lender, and the Issuing Lender 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 Borrowers which the Company proves Borrowers prove were caused by the Issuing Lender's Xxxxxx’s willful misconduct or gross negligence or the Issuing Lender's Xxxxxx’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 such a Letter of Credit. In furtherance and not in limitation of the foregoing: (i) , 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 (ii) 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 (Corelogic, Inc.), Credit Agreement (Corelogic, Inc.)
Role of the Issuing Lender. (a) Each Lender The responsibility of the Issuing Lenders to the Borrower in connection with any draft presented for payment under any Letter of Credit issued on behalf of the Borrower shall, in addition to any payment obligation expressly provided for in such Letter of Credit, be limited to determining that the documents (including each draft) delivered by or on behalf of the beneficiary under such Letter of Credit in connection with such presentment appear on their face to be in conformity with such Letter of Credit. In addition, the Lenders and the Company Borrower agree that, in honoring paying any drawing or demand for payment under a any Letter of Credit, the Issuing Lender thereof shall not have any responsibility to obtain any document (other than any sight draft and certificate expressly required by such Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any document presented in connection with such document drawing or demand for payment or the authority of the Person executing or delivering any such documentthe same.
(b) No Agent-Related Person, Neither any Issuing Lender nor any of their the respective correspondents, participants or assignees of any Issuing Lender shall be liable to any Lender for: (i) any action taken or omitted in connection herewith in respect of any Letter of Credit at the request or with the approval or deemed approval of the Lenders (including the Required Lenders, as applicable); (ii) any action taken or omitted in respect of any Letter of Credit in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any L/C-Related DocumentLetter of Credit or any document delivered in connection with the issuance or payment of such Letter of Credit; or (iv) any matter set forth in Section 3.6.
(c) The Company 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 provided, however, that this assumption is not intended to, and shall not, preclude the Company's Borrower from pursuing such rights and remedies as it may have against the such beneficiary or transferee at law or under this Agreement or any other agreement. No Agent-Related Person, Issuing Lender nor any of their respective correspondents, participants or assignees shall be liable or responsible for any of the matters described in clauses (i) through (vii) of Section 3.6; provided that, anything in such clauses to the contrary notwithstanding, the Company may have a claim against the Issuing Lender, and the Issuing Lender 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 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 such Letter of Credit. In furtherance and not in limitation of the foregoing: (i) 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 (ii) 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 reasontransferee.
Appears in 2 contracts
Samples: Credit Agreement (Aegean Marine Petroleum Network Inc.), Uncommitted Credit Agreement (Aegean Marine Petroleum Network Inc.)
Role of the Issuing Lender. (a) Each Lender and the Company Borrowers agree that, in honoring 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, certificates and certificate 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 the Person executing or delivering any such document.
(b) No . None of the Issuing Lender, the Administrative Agent-Related Person, Issuing Lender nor any of their respective correspondentsRelated Parties nor any correspondent, participants participant or assignees assignee of the Issuing Lender shall be liable to any Lender for: for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders (including 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 L/C-Related document or instrument related to any Letter of Credit or Issuer Document.
(c) . The Company 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 provided, however, that this assumption is not intended to, and shall not, preclude the Company's Borrowers pursuing such rights and remedies as it they may have against the beneficiary or transferee at law or under this Agreement or any other agreement. No None of the Issuing Lender, the Administrative Agent-Related Person, Issuing Lender nor any of their respective correspondentsRelated Parties nor any correspondent, participants participant or assignees assignee of the Issuing Lender shall be liable or responsible for any of the matters described in clauses (i) through (vii) of Section 3.63.06; provided thatprovided, however, that anything in such clauses to the contrary notwithstanding, the Company may have a claim against the Issuing Lender, and the Issuing Lender 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 Borrowers which the Company proves 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 such a Letter of Credit. In furtherance and not in limitation of the foregoing: (i) , 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 (ii) 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 (Corelogic, Inc.), Credit Agreement (Corelogic, Inc.)
Role of the Issuing Lender. (a) Each Lender and the Company Borrowers agree that, in honoring 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, certificates and certificate 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 the Person executing or delivering any such document.
(b) No . None of the Issuing Lender, the Administrative Agent-Related Person, Issuing Lender nor any of their respective correspondentsRelated Parties nor any correspondent, participants participant or assignees assignee of the Issuing Lender shall be liable to any Lender for: for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders (including 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 L/C-Related document or instrument related to any Letter of Credit or Issuer Document.
(c) . The Company Borrowers 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 provided, however, that this assumption is not intended to, and shall not, preclude the Company's Borrowers pursuing such rights and remedies as it they may have against the beneficiary or transferee at law or under this Agreement or any other agreement. No None of the Issuing Lender, the Administrative Agent-Related Person, Issuing Lender nor any of their respective correspondentsRelated Parties nor any correspondent, participants participant or assignees assignee of the Issuing Lender shall be liable or responsible for any of the matters described in clauses (i) through (vii) of Section 3.63.06; provided thatprovided, however, that anything in such clauses to the contrary notwithstanding, the Company may have a claim against the Issuing Lender, and the Issuing Lender 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 Borrowers which the Company proves Borrowers prove were caused by the Issuing Lender's Xxxxxx’s willful misconduct or gross negligence or the Issuing Lender's Xxxxxx’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 such a Letter of Credit. In furtherance and not in limitation of the foregoing: (i) , 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 (ii) 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 (Corelogic, Inc.)
Role of the Issuing Lender. (a) Each Lender and the Company Borrower agree that, in honoring paying any drawing under a Letter of Credit, the Issuing Lender Lenders shall not have any responsibility to obtain any document (other than any sight draft |US-DOCS\115543490.9|| draft, certificates and certificate documents expressly required by such a Letter of Credit) or to ascertain or inquire as to the validity validity, authenticity or accuracy of any such document (provided, that the Issuing Lenders will determine whether such documents appear on their face to be in order) or the authority of the Person executing or delivering any such document.
(b) No . None of the Issuing Lenders, the Administrative Agent-Related Person, Issuing Lender nor any of their respective correspondentsRelated Parties nor any correspondent, participants participant or assignees assignee of the Issuing Lenders shall be liable to any Lender for: :
(i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders (including or the Required LendersMajority Facility Lenders or the Borrower, as applicable); ;
(ii) any action taken or omitted in the absence of gross negligence or willful misconduct (such gross negligence or willful misconduct; or , as determined by a final and non-appealable judgment of a court of competent jurisdiction);
(iii) the due execution, effectiveness, validity or enforceability of any L/C-Related Document.document or instrument related to any Letter of Credit or related Application, or any other document, agreement and instrument entered into by such Issuing Lender and the Borrower (or any Restricted Subsidiary) or in favor of such Issuing Lender and relating to such Letter of Credit; or
(civ) any special, indirect, punitive or consequential damages. The Company 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 provided, however, that this assumption is not intended to, and shall not, preclude the Company's Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under this Agreement or any other agreement. No None of the Issuing Lenders, the Administrative Agent-Related Person, Issuing Lender nor any of their respective correspondentsRelated Parties nor any correspondent, participants participant or assignees assignee of the Issuing Lenders shall be liable or responsible for any of the matters described in clauses (i) through (viix) of Section 3.6; provided thatprovided, however, that anything in such clauses to the contrary notwithstanding, the Company Borrower may have a claim against the relevant Issuing Lender, and the such Issuing Lender may be liable to the CompanyBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Company Borrower which the Company Borrower proves were caused by the such Issuing Lender's ’s willful misconduct or gross negligence or the such Issuing Lender's ’s willful failure to pay under any Letter of Credit (such gross negligence, willful misconduct or willful failure to pay, as determined by a final and non-appealable judgment of a court of competent jurisdiction) after the presentation to it by the beneficiary of a sight draft and certificate(s) and documents expressly required by and strictly complying with the terms and conditions of such a Letter of Credit. In furtherance and not in limitation of the foregoing: (i) , the Issuing Lender Lenders may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless and provided that a Letter of any notice or information to the contrary; and (ii) Credit is issued permitting transfer then the Issuing Lender Lenders 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 Lenders may send a Letter of Credit or conduct any communication to or from the |US-DOCS\115543490.9|| 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, as agreed to with the Borrower.
Appears in 1 contract
Samples: Asset Based Revolving Credit Agreement (Revlon Inc /De/)
Role of the Issuing Lender. (a) Each The Issuing Lender and the Company Borrower agree that, in honoring 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, other documents and certificate 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 the Person executing or delivering any such documentdocument (other than to determine that the sight draft, other documents and certificates required to be delivered substantially comply on their face with the requirements of the applicable Letter of Credit).
(b) No Agent-Related Person, Issuing Lender nor any of their respective correspondents, participants or assignees shall be liable to any Lender for: (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders (including 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 L/C-Related Document.
(c) The Company 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 provided, however, that this assumption is not intended to, and shall not, preclude the CompanyBorrower's pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under this Agreement or any other agreement. No AgentLender-Related Person, Issuing Lender nor any of their the respective correspondents, participants or assignees of the Issuing Lender, shall be liable or responsible for any of the matters described in clauses (i) through (vii) of Section 3.62.10(a); provided thatprovided, however, anything in such clauses to the contrary notwithstanding, that the Company Borrower may have a claim against the Issuing Lender, and the Issuing Lender may be liable to the CompanyBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered as determined by the Company which the Company proves were a final judgment of a court of competent jurisdiction to have been 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 draft, other documents and certificate(s) certificates strictly complying with the terms and conditions of a Letter of Credit.
(c) Without limiting the generality of the foregoing, the Issuing Lender and each of its Affiliates (i) may rely on any oral or other communication believed in good faith by the Issuing Lender or such Affiliate to have been authorized or given by or on behalf of the applicant for a Letter of Credit, (ii) may honor any presentation if the documents presented appear on their face substantially to comply with the terms and conditions of the relevant Letter of Credit; (iii) may honor a previously dishonored presentation under a Letter of Credit, whether such dishonor was pursuant to a court order, to settle or compromise any claim of wrongful dishonor, or otherwise, and shall be entitled to reimbursement to the same extent as if such presentation had initially been honored, together with any interest paid by the Issuing Lender or its Affiliate; (iv) may honor any drawing that is payable upon presentation of a statement advising negotiation or payment, upon receipt of such statement (even if such statement indicates that a draft or other document is being delivered separately), and shall not be liable for any failure of any such draft or other document to arrive, or to conform in any way with the relevant Letter of Credit; (v) may pay any paying or negotiating bank claiming that it rightfully honored a drawing under the laws or practices of the place where such bank is located; and (vi) may settle or adjust any claim or demand made on the Issuing Lender or its Affiliate in any way related to any order issued at the applicant's request to an air carrier, a letter of guarantee or of indemnity issued to a carrier or any similar document (each an “Order”) and honor any drawing in connection with any Letter of Credit that is the subject of such Order, notwithstanding that any drafts or other documents presented in connection with such Letter of Credit fail to conform in any way with such Letter of Credit. In furtherance and extension and not in limitation of the foregoing: (i) specific provisions set forth above, any action taken or omitted by the Issuing Lender may accept or its Affiliates under or in connection with the Letters of Credit issued by it or any documents that appear on their face to be and certificates delivered thereunder, if taken or omitted in ordergood faith, without responsibility for further investigation, regardless of any notice or information to the contrary; and (ii) shall not put the Issuing Lender shall not be responsible for or its Affiliates under any resulting liability to the validity Borrower or sufficiency any Lender.
(d) The Issuing Lender shall, on the first Business Day of each month, provide to Administrative Agent and Borrower a schedule of the Letters of Credit issued by it, in form and substance satisfactory to Administrative Agent, showing the date of issuance of each Letter of Credit, the account party, the original face amount (if any), and the expiration date of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or outstanding at any time during the rights or benefits thereunder or proceeds thereofpreceding month, in whole or in part, which and any other information relating to such Letter of Credit that the Administrative Agent may prove to be invalid or ineffective for any reason.request.
Appears in 1 contract
Role of the Issuing Lender. (a) Each Lender and the Company agree that, in honoring 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 and certificate 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 the Person executing or delivering any such document.
(b) No Agent-Related Person, Issuing Lender Person nor any of their the respective correspondents, participants or assignees of the Issuing Lender shall be liable to any Lender for: (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders (including 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 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 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 this Agreement or any other agreement. No Agent-Related Person, Issuing Lender nor any of their the respective correspondents, participants or assignees of the Issuing Lender, shall be liable or responsible for any of the matters described in clauses (i) through (vii) of Section 3.63.06; provided thatprovided, however, anything in such clauses to the contrary notwithstanding, that the Company may have a claim against the Issuing Lender, and the Issuing Lender 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 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) document strictly complying with the terms and conditions of such a Letter of Credit. In furtherance and not in limitation of the foregoing: (i) 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 (ii) 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 (Abc Naco Inc)
Role of the Issuing Lender. (a) Each Lender and the Company agree that, in honoring 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 and certificate 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 the Person executing or delivering any such document.
(b) No Agent-Related Person, Issuing Lender Person nor any of their the respective correspondents, participants or assignees of the Issuing Lender shall be liable to any Lender for: (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders (including 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 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 provided, however, that this assumption is not intended to, and shall not, preclude the Company's ’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under this Agreement or any other agreement. No Agent-Related Person, Issuing Lender nor any of their the respective correspondents, participants or assignees of the Issuing Lender, shall be liable or responsible for any of the matters described in clauses (i) through (vii) of Section 3.63.06; provided thatprovided, however, anything in such clauses to the contrary notwithstanding, the Company may have a claim against the Issuing Lender, and the Issuing Lender 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 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 such Letter of Credit. In furtherance and not in limitation of the foregoing: (i) 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 (ii) 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 (Tracinda Corp)
Role of the Issuing Lender. (a) Each Lender and the Company agree that, in honoring 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 and certificate expressly 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 the Person executing or delivering any such document.
(b) No Agent-Related Person, Neither the Issuing Lender nor any of their respective its correspondents, participants or assignees shall be liable to any Lender for: (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders (including 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 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 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 this Agreement or any other agreement. No Agent-Related Person, Neither the Issuing Lender nor any of their respective its correspondents, participants or assignees shall be liable or responsible for any of the matters described in clauses (i) through (vii) of Section 3.6; provided that, anything in such clauses to the contrary notwithstanding, the Company may have a claim against the Issuing Lender, and the Issuing Lender 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 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 such Letter of Credit. In furtherance and not in limitation of the foregoing: (i) 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 (ii) 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 the Issuing Lender. (a) Each Lender and the Company Culligan agree -------------------------- that, in honoring 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 and certificate certificates or other documents expressly 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 the Person executing or delivering any such document.
(b) No Agent-Related Person, Issuing Lender Person nor any of their the respective correspondents, participants or assignees of the Issuing Lender shall be liable to any Lender for: (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders (including 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 L/C-Related Document.
(c) The Company Culligan (and any applicable Subsidiary of Culligan) 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 that this assumption is not -------- intended to, and shall not, preclude the CompanyCulligan's or such Subsidiary's pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under this Agreement or any other agreement. No Agent-Related Person, Issuing Lender nor any of their the respective correspondents, participants or assignees of the Issuing Lender, shall be liable or responsible for any of the matters described in clauses (i) ----------- through (viivi) of Section 3.6; provided that, anything in such clauses to the ---- ----------- -------- contrary notwithstanding, the Company Culligan (or any applicable Subsidiary) may have a claim against the Issuing Lender, and the Issuing Lender may be liable to the CompanyCulligan (or such Subsidiary), to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Company Culligan (or such Subsidiary) which the Company Culligan (or such Subsidiary) 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 or transferee of a sight draft and certificate(s) certificates or other documents strictly complying with the terms and conditions of such a Letter of Credit. In furtherance and not in limitation of the foregoing: (i) 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 (ii) 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 the Issuing Lender. (a) Each Lender and the Company agree that, in honoring 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 and certificate expressly 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 the Person executing or delivering any such document.
(b) No None of any Agent-Related Person, the Issuing Lender nor or any of their respective correspondents, participants or assignees shall be liable to any Lender for: (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders (including 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 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 PROVIDED 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 this Agreement or any other agreement. No None of any Agent-Related Person, the Issuing Lender nor or any of their respective correspondents, participants or assignees shall be liable or responsible for any of the matters described in clauses CLAUSES (iI) through (viiVII) of Section SECTION 3.6; provided PROVIDED that, anything in such clauses to the contrary notwithstanding, the Company may have a claim against the Issuing Lender, and the Issuing Lender 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 Lender's willful misconduct or gross negligence or the Issuing Lender's willful or 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 such Letter of Credit. In furtherance and not in limitation of the foregoing: (i) 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 (ii) 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 (Rayovac Corp)
Role of the Issuing Lender. (a) Each Lender and the Company agree that, in honoring 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 and certificate expressly 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 the Person executing or delivering any such document.
(b) No None of any Agent-Related Person, the Issuing Lender nor or any of their respective correspondents, participants or assignees shall be liable to any Lender for: (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders (including 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 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 PROVIDED 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 this Agreement or any other agreement. No None of any Agent-Related Person, the Issuing Lender nor or any of their respective correspondents, participants or assignees shall be liable or responsible for any of the matters described in clauses CLAUSES (i) through (vii) of Section SECTION 3.6; provided PROVIDED that, anything in such clauses to the contrary notwithstanding, the Company may have a claim against the Issuing Lender, and the Issuing Lender 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 Lender's willful misconduct or gross negligence or the Issuing Lender's willful or 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 such Letter of Credit. In furtherance and not in limitation of the foregoing: (i) 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 (ii) 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 (Rayovac Corp)
Role of the Issuing Lender. (a) Each Lender and the Company Borrower agree that, in honoring paying any drawing under a Letter of Credit, the Issuing Lender Lenders shall not have any responsibility to obtain any document (other than any sight draft draft, certificates and certificate documents expressly required by such a Letter of Credit) or to ascertain or inquire as to the validity validity, authenticity or accuracy of any such document (provided, that the Issuing Lenders will determine whether such documents appear on their face to be in order) or the authority of the Person executing or delivering any such document.
(b) No . None of the Issuing Lenders, the Administrative Agent-Related Person, Issuing Lender nor any of their respective correspondentsRelated Parties nor any correspondent, participants participant or assignees assignee of the Issuing Lenders shall be liable to any Lender for: #93138577v21 US-DOCS\115367111.15 LEGAL_US_E # 147442669.29
(i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders (including or the Required LendersMajority Facility Lenders or the Borrower, as applicable); ;
(ii) any action taken or omitted in the absence of gross negligence or willful misconduct (such gross negligence or willful misconduct; or , as determined by a final and non-appealable judgment of a court of competent jurisdiction);
(iii) the due execution, effectiveness, validity or enforceability of any L/C-Related Document.document or instrument related to any Letter of Credit or related Application, or any other document, agreement and instrument entered into by such Issuing Lender and the Borrower (or any Restricted Subsidiary) or in favor of such Issuing Lender and relating to such Letter of Credit; or
(civ) any special, indirect, punitive or consequential damages. The Company 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 provided, however, that this assumption is not intended to, and shall not, preclude the Company's Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under this Agreement or any other agreement. No None of the Issuing Lenders, the Administrative Agent-Related Person, Issuing Lender nor any of their respective correspondentsRelated Parties nor any correspondent, participants participant or assignees assignee of the Issuing Lenders shall be liable or responsible for any of the matters described in clauses (i) through (viix) of Section 3.6; provided thatprovided, however, that anything in such clauses to the contrary notwithstanding, the Company Borrower may have a claim against the relevant Issuing Lender, and the such Issuing Lender may be liable to the CompanyBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Company Borrower which the Company Borrower proves were caused by the such Issuing Lender's ’s willful misconduct or gross negligence or the such Issuing Lender's ’s willful failure to pay under any Letter of Credit (such gross negligence, willful misconduct or willful failure to pay, as determined by a final and non-appealable judgment of a court of competent jurisdiction) after the presentation to it by the beneficiary of a sight draft and certificate(s) and documents expressly required by and strictly complying with the terms and conditions of such a Letter of Credit. In furtherance and not in limitation of the foregoing: (i) , the Issuing Lender Lenders may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless and provided that a Letter of any notice or information to the contrary; and (ii) Credit is issued permitting transfer then the Issuing Lender Lenders 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 Lenders 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, as agreed to with the Borrower.
Appears in 1 contract
Samples: Credit Agreement (Revlon Inc /De/)
Role of the Issuing Lender. (a) Each Lender and the Company Borrower agree that, in honoring 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 and certificate certificates if 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 the Person executing or delivering any such document.
(b) No Agent-Related Person, Issuing Lender Person nor any of their the respective correspondents, participants or assignees of the Issuing Lender shall be liable to any Lender for: (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders (including 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 L/C-C Related Document.
(c) The Company 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 PROVIDED, HOWEVER, that this assumption is not intended to, and shall not, preclude the Company's Borrower pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under this Agreement or any other agreement. No Agent-Related Person, Issuing Lender nor any of their the respective correspondents, participants or assignees of the Issuing Lender, shall be liable or responsible for any of the matters described in clauses (i) through (vii) of Section 3.6SECTION 5.1.5; provided thatPROVIDED, HOWEVER, anything in such clauses to the contrary notwithstanding, the Company Borrower may have a claim against the Issuing Lender, and the Issuing Lender may be liable to the CompanyBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, for such damages suffered by the Company Borrower which the Company 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 such a Letter of Credit. In furtherance and not in limitation of the foregoing: (i) 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 (ii) 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 the Issuing Lender. (a) Each Lender and the Company agree that, in honoring 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 and certificate expressly 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 the Person executing or delivering any such document.
(b) No None of any Agent-Related Person, the Issuing Lender nor or any of their respective correspondents, participants or assignees shall be liable to any Lender for: (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders (including 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 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 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 this Agreement or any other agreement. No None of any Agent-Related Person, the Issuing Lender nor or any of their respective correspondents, participants or assignees shall be liable or responsible for any of the matters described in clauses (i) through (vii) of Section 3.6; provided that, anything in such clauses to the contrary notwithstanding, the Company may have a claim against the Issuing Lender, and the Issuing Lender 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 Lender's willful misconduct or gross negligence or the Issuing Lender's willful or 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 such Letter of Credit. In furtherance and not in limitation of the foregoing: (i) 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 (ii) 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 (Rayovac Corp)
Role of the Issuing Lender. (a) Each Lender and the Company agree that, in honoring 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 and certificate expressly 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 the Person executing or delivering any such document.
(b) No Agent-Related Person, Neither the Issuing Lender nor any of their respective its correspondents, participants or assignees shall be liable to any Lender for: (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders (including 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 L/C-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 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 this Agreement or any other agreement. No Agent-Related Person, Neither the Issuing Lender nor any of their respective its correspondents, participants or assignees shall be liable or responsible for any of the matters described in clauses (i) through (vii) of Section 3.6; provided that, anything in such clauses to the contrary notwithstanding, the Company may have a claim against the Issuing Lender, and the Issuing Lender 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 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 such Letter of Credit. In furtherance and not in limitation of the foregoing: (i) 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 (ii) 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.of
Appears in 1 contract
Role of the Issuing Lender. (a) Each Lender and the Company agree that, in honoring paying any drawing under a Letter of Credit, the Issuing Lender shall not have any no responsibility to obtain any document (other than any sight draft and certificate expressly 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 the Person executing or delivering any such document.
(b) No Agent-Related Person, Issuing Lender Person nor any of their the respective correspondents, participants or assignees of the Issuing Lender shall be liable to any Lender for: (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders (including 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 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 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 this Agreement or any other agreement. No Agent-Related Person, Issuing Lender nor any of their the respective correspondents, participants or assignees of the Issuing Lender, shall be liable or responsible for any of the matters described in clauses (i) through (vii) of Section 3.64.6; provided that, anything in such clauses to the contrary notwithstanding, the Company may have a claim against the Issuing Lender, and the Issuing Lender 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 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 such a Letter of Credit. In furtherance and not in limitation of the foregoing: (i) 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 (ii) 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 (Video Update Inc)
Role of the Issuing Lender. (a) Each Lender and the Company agree that, in honoring 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 and certificate 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 the Person executing or delivering any such document.
(b) No Agent-Related Person, Issuing Lender Person nor any of their the respective correspondents, participants or assignees of the applicable Issuing Lender shall be liable to any Lender for: (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders (including 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 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 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 this Agreement or any other agreement. No Agent-Related Person, Issuing Lender nor any of their the respective correspondents, participants or assignees of either Issuing Lender, shall be liable or responsible for any of the matters described in clauses (i) through (vii) of Section 3.63.06; provided thatprovided, however, anything in such clauses to the contrary notwithstanding, the Company may have a claim against the Issuing Lender, and the Issuing Lender 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 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 such Letter of Credit. In furtherance and not in limitation of the foregoing: (i) 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 (ii) 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: Credit Agreement (Vans Inc)
Role of the Issuing Lender. (a) Each Lender and the Company agree that, in honoring 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 and certificate expressly 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 the Person executing or delivering any such document.
(b) No Neither the Issuing Lender nor any Agent-Related Person, Issuing Lender nor any of their respective correspondents, participants or assignees assignees, shall be liable to any Lender for: (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders (including 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 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 PROVIDED 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 this Agreement or any other agreement. No Neither the Issuing Lender nor any Agent-Related Person, Issuing Lender nor any of their respective correspondents, participants or assignees assignees, shall be liable or responsible for any of the matters described in clauses CLAUSES (i) through (vii) of Section SECTION 3.6; provided PROVIDED that, anything in such clauses to the contrary notwithstanding, the Company may have a claim against the Issuing Lender, and the Issuing Lender 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 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 such Letter of Credit. In furtherance and not in limitation of the foregoing: (i) 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 (ii) 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 the Issuing Lender. (a) Each Lender and the Company Culligan agree that, in honoring 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 and certificate certificates or other documents expressly 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 the Person executing or delivering any such document.
(b) No Agent-Related Person, Issuing Lender Person nor any of their the respective correspondents, participants or assignees of the Issuing Lender shall be liable to any Lender for: (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders (including 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 L/C-Related Document.
(c) The Company Culligan (and any applicable Subsidiary of Culligan) 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 that this assumption is not intended to, and shall not, preclude the CompanyCulligan's or such Subsidiary's pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under this Agreement or any other agreement. No Agent-Related Person, Issuing Lender nor any of their the respective correspondents, participants or assignees of the Issuing Lender, shall be liable or responsible for any of the matters described in clauses (i) through (viivi) of Section 3.6; provided that, anything in such clauses to the contrary notwithstanding, the Company Culligan (or any applicable Subsidiary) may have a claim against the Issuing Lender, and the Issuing Lender may be liable to the CompanyCulligan (or such Subsidiary), to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Company Culligan (or such Subsidiary) which the Company Culligan (or such Subsidiary) 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 or transferee of a sight draft and certificate(s) certificates or other documents strictly complying with the terms and conditions of such a Letter of Credit. In furtherance and not in limitation of the foregoing: (i) 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 (ii) 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: Short Term Credit Agreement (Culligan Water Technologies Inc)
Role of the Issuing Lender. (a) Each Lender and the Company each Borrower agree that, in honoring 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 and certificate expressly 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 the Person executing or delivering any such document.
(b) No Issuing Lender or Agent-Related Person, Issuing Lender nor any of their respective correspondents, participants or assignees assignees, shall be liable to any Lender for: (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders (including 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 L/C-C Related Document.
(c) The Company 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 that this assumption is not intended to, and shall not, preclude the Company's either Borrower pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under this Agreement or any other agreement. No Issuing Lender or Agent-Related Person, Issuing Lender nor any of their respective correspondents, participants or assignees assignees, shall be liable or responsible for any of the matters described in clauses (i) through (vii) of Section 3.63 6; provided that, anything in such clauses to the contrary notwithstanding, the Company Borrowers may have a claim against the an Issuing Lender, and the such Issuing Lender may be liable to the CompanyBorrowers, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Company Borrowers which the Company proves 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) and/or documents strictly complying with the terms and conditions of such Letter of Credit. In furtherance and not in limitation of the foregoing: (i) 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 contrarycontrary (absent such Issuing Lender's willful misconduct or gross negligence); and (ii) 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, thereof in whole or in part, which may prove to be invalid or ineffective for any reasonreason (absent such Issuing Lender's gross negligence or willful misconduct).
Appears in 1 contract
Samples: Credit Agreement (Specialty Equipment Companies Inc)
Role of the Issuing Lender. (a) Each Lender and the Company agree that, in honoring 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 and certificate 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 the Person executing or delivering any such document.
(b) No Agent-Related Person, Issuing Lender Person nor any of their the respective correspondents, participants or assignees of the Issuing Lender shall be liable to any Lender for: (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders (including 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 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 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 this Agreement or any other agreement. No Agent-Related Person, Issuing Lender nor any of their the respective correspondents, participants or assignees of the Issuing Lender, shall be liable or responsible for any of the matters described in clauses (i) through (vii) of Section 3.6SECTION 3.06; provided thatPROVIDED, HOWEVER, anything in such clauses to the contrary notwithstanding, that the Company may have a claim against the Issuing Lender, and the Issuing Lender 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 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) document strictly complying with the terms and conditions of such a Letter of Credit. In furtherance and not in limitation of the foregoing: (i) 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 (ii) 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 the Issuing Lender. (a) Each Lender and the Company Borrower agree -------------------------- that, in honoring 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, certificates and certificate 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 the Person executing or delivering any such document.
(b) . No Agent-Related Person, Issuing Lender Person nor any of their the respective correspondents, participants or assignees of the Issuing Lender shall be liable to any Lender for: (i) for any action taken or omitted in connection herewith at the request or with the approval of the Lenders (including the Required or 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 L/C-Related Document.
(c) document or instrument related to any Letter of Credit. The Company 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 provided, however, that this assumption is not intended to, and shall not, preclude the CompanyBorrower's pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under this Agreement or any other agreement. No Agent-Related Person, Issuing Lender nor any of their the respective correspondents, participants participants, or assignees of the Issuing Lender, shall be liable or responsible for any of the matters described in clauses subsection (ig) through (vii) of Section 3.6; provided that, anything in such clauses to the contrary notwithstanding, the Company may have a claim against the Issuing Lender, and the Issuing Lender 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 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 such Letter of Creditabove. In furtherance and not in limitation of the foregoing: (i) , 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 (ii) 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: Post Petition Multicurrency Superpriority Credit Agreement (Apw LTD)
Role of the Issuing Lender. (a) Each Lender and the Company agree that, in honoring paying any drawing under a Letter of Credit, the Issuing Lender shall not have any 50 58 responsibility to obtain any document (other than any sight draft and certificate 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 the Person executing or delivering any such document.
(b) No Agent-Related Person, Issuing Lender Person nor any of their the respective correspondents, participants or assignees of the Issuing Lender shall be liable to any Lender for: (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders (including 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 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 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 this Agreement or any other agreement. No Agent-Related Person, Issuing Lender nor any of their the respective correspondents, participants or assignees of the Issuing Lender, shall be liable or responsible for any of the matters described in clauses (i) through (vii) of Section 3.6; provided thatprovided, however, anything in such clauses to the contrary notwithstanding, that the Company may have a claim against the Issuing Lender, and the Issuing Lender 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 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 such a Letter of Credit. In furtherance and not in limitation of the foregoing: (i) 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 (ii) 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 the Issuing Lender. (a) Each Lender and the Company agree that, in honoring 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 and certificate 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 the Person executing or delivering any such document.
(b) No Agent-Related Person, Issuing Lender Person nor any of their the respective correspondents, participants or assignees of the applicable Issuing Lender shall be liable to any Lender for: (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders (including 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 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 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 this Agreement or any other agreement. No Agent-Related Person, Issuing Lender nor any of their the respective correspondents, participants or assignees of either Issuing Lender, shall be liable or responsible for any of the matters described in clauses (i) through (vii) of Section 3.63.06; provided thatprovided, however, anything in such clauses to the contrary notwithstanding, that the Company may have a claim against the such Issuing Lender, and the such Issuing Lender 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 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(sdocument(s) strictly complying with the terms and conditions of such a Letter of Credit. In furtherance and not in limitation of the foregoing: (i) the such 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 (ii) 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: Credit Agreement (Vans Inc)
Role of the Issuing Lender. (a) Each Lender and the Company Borrower agree that, in honoring paying any drawing under a Letter of Credit, the Issuing Lender shall not have any no responsibility to obtain any document (other than any sight draft and certificate expressly 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 the Person executing or delivering any such document.
(b) No Agent-Related Person, Issuing Lender Person nor any of their the respective correspondents, participants or assignees of the Issuing Lender shall be liable to any Lender for: (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders (including the Required Lenders, as applicable); (ii) any action taken or omitted in the absence of gross negligence or willful wilful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any L/C-Related Document.
(c) The Company 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 issued for the account of the Borrower; provided PROVIDED that this assumption is not intended to, and shall not, preclude the Company's Borrower from pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under this Agreement or any other agreement. No Agent-Related Person, Issuing Lender nor any of their the respective correspondents, participants or assignees of the Issuing Lender, shall be liable or responsible for any of the matters described in clauses CLAUSES (i) through (vii) of Section 3.6SECTION 4.6; provided PROVIDED that, anything in such clauses to the contrary notwithstanding, the Company Borrower may have a claim against the Issuing Lender, and the Issuing Lender may be liable to the CompanyBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Company Borrower which the Company Borrower proves were caused by the Issuing Lender's willful wilful misconduct or gross negligence or the Issuing Lender's willful wilful 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 such a Letter of Credit. In furtherance and not in limitation of the foregoing: (i) 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 (ii) 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 (Capital Environmental Resource Inc)
Role of the Issuing Lender. (a) Each Lender and the Company agree that, in honoring 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 and certificate 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 the Person executing or delivering any such document.
(b) No Agent-Related Person, Issuing Lender Person nor any of their the respective correspondents, participants or assignees of the Issuing Lender shall be liable to any Lender for: (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders (including 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 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 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 this Agreement or any other agreement. No Agent-Related Person, Issuing Lender nor any of their the respective correspondents, participants or assignees of the Issuing Lender, shall be liable or responsible for any of the matters described in clauses (i) through (vii) of Section 3.6; provided thatprovided, however, anything in such clauses to the contrary notwithstanding, that the Company may have a claim against the Issuing Lender, and the Issuing Lender 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 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 such a Letter of Credit. In furtherance and not in limitation of the foregoing: (i) 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 (ii) 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 the Issuing Lender. (a) Each Lender and the Company agree that, in honoring any drawing under a Letter of Credit, the Issuing Lender shall not have any responsibility to obtain any document (other than any sight draft and certificate expressly 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 the Person executing or delivering any such document.
(b) No Agent-Related Person, Issuing Lender nor any of their respective correspondents, participants or assignees shall be liable to any Lender for: (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders (including 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 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 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 this Agreement or any other agreement. No Agent-Related Person, Issuing Lender nor any of their respective correspondents, participants or assignees shall be liable or responsible for any of the matters described in clauses (i) iii through (vii) of Section 3.6; provided that, anything in such clauses to the contrary notwithstanding, the Company may have a claim against the Issuing Lender, and the Issuing Lender 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 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 such Letter of Credit. In furtherance and not in limitation of the foregoing: (i) 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 (ii) 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 the Issuing Lender. (a) Each Lender and the Company Borrower agree that, in honoring 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, certificates and certificate 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 the Person person executing or delivering any such document.
(b) No Agent-Related Person, . None of the Issuing Lender nor any of their the respective correspondents, participants or assignees of the Issuing Lender shall be liable to any Lender for: for (ia) any action taken or omitted in connection herewith at the request or with the approval of the Lenders (including or the Required Lenders, as applicable); (iib) any action taken or omitted in the absence of gross negligence or willful misconductmisconduct as determined by a final judgment of a court of competent jurisdiction; or (iiic) the due execution, effectiveness, validity or enforceability of any L/C-Related Document.
(c) The Company document or instrument related to any Letter of Credit or Letter of Credit Application. 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 provided, however, that this assumption is not intended to, and shall not, preclude the Company's Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law Law or under this Agreement or any other agreement. No Agent-Related Person, None of the Issuing Lender nor any of their the respective correspondents, participants or assignees of the Issuing Lender, shall be liable or responsible for any of the matters described in clauses (i) through (vii) Section 1-Section 5 of Section 3.6Exhibit G; provided thatprovided, however, that anything in such clauses to the contrary notwithstanding, the Company Borrower may have a claim against the Issuing Lender, and the Issuing Lender may be liable to the CompanyBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Company Borrower which the Company Borrower proves were caused by the Issuing Lender's ’s willful misconduct or gross negligence as determined by a final judgment of a court of competent jurisdiction 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 such a Letter of Credit. In furtherance and not in limitation of the foregoing: (i) , 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 (ii) 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.
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Samples: Construction Loan and Security Agreement (Campus Crest Communities, Inc.)
