Common use of The Administrative Agent’s Reliance, Etc Clause in Contracts

The Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable to any Lender for any action taken or omitted to be taken by it or them under or in connection with this Agreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing: (i) the Administrative Agent may treat the payee of any Note as the holder thereof until the Administrative Agent receives and accepts an Assignment and Acceptance entered into by the Lender that is the payee of such Note, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07; (ii) the Administrative Agent may consult with legal counsel (including counsel for the Borrowers), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iii) the Administrative Agent makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement; (iv) the Administrative Agent shall have no duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement on the part of the Borrowers or to inspect the property (including the books and records) of the Borrowers; (v) the Administrative Agent shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, this Agreement or any other instrument or document furnished pursuant hereto; and (vi) the Administrative Agent shall not incur any liability under or in respect of this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier) believed by it to be genuine and signed or sent by the proper party or parties.

The Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable to any Lender for any action taken or omitted to be taken by it each or any of them under or in connection with this Agreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (i) the Administrative Agent may treat the payee of any Note as the holder thereof until the Administrative Agent receives and accepts an Assignment and Acceptance entered into by the Lender that is the payee of such Note, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07; (ii) the Administrative Agent may consult with legal counsel (including counsel for the BorrowersBorrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iiiii) the Administrative Agent makes no warranty or representation to the Issuing Bank or any Lender and shall not be responsible to the Issuing Bank or any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement; (iviii) the Administrative Agent shall not have no any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement on the part of the Borrowers Borrower or to inspect the property (including the books and records) of the BorrowersBorrower; (viv) the Administrative Agent shall not be responsible to the Issuing Bank or any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, of this Agreement or any other instrument or document furnished pursuant hereto; and (viv) the Administrative Agent shall not incur any no liability under or in respect of this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopiertelegram, telecopy or e-mail) believed by it to be genuine and signed or sent by the proper party or parties.

The Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable to any Lender for any action taken or omitted to be taken by it each or any of them under or in connection with this Agreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (i) the Administrative Agent may treat the payee of any Note as the holder thereof until the Administrative Agent receives and accepts an Assignment and Acceptance entered into by the Lender that is the payee of such Note, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07; (ii) the Administrative Agent may consult with legal counsel (including counsel for the BorrowersBorrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iiiii) the Administrative Agent makes no warranty or representation to any Issuing Bank or any Lender and shall not be responsible to any Issuing Bank or any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement; (iviii) the Administrative Agent shall not have no any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement on the part of the Borrowers Borrower or to inspect the property (including the books and records) of the BorrowersBorrower; (viv) the Administrative Agent shall not be responsible to any Issuing Bank or any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, of this Agreement or any other instrument or document furnished pursuant hereto; and (viv) the Administrative Agent shall not incur any no liability under or in respect of this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopiertelegram, telecopy or e-mail) believed by it to be genuine and signed or sent by the proper party or parties.

The Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable to any Lender for any action taken or omitted to be taken by it each or any of them under or in connection with this Agreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (i) the Administrative Agent may treat the payee of any Note as the holder thereof until the Administrative Agent receives and accepts an Assignment and Acceptance entered into by the Lender that is the payee of such Note, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07; (ii) the Administrative Agent may consult with legal counsel (including counsel for the BorrowersBorrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iiiii) the Administrative Agent makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement; (iviii) the Administrative Agent shall not have no any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement on the part of the Borrowers Borrower or to inspect the property (including the books and records) of the BorrowersBorrower; (viv) the Administrative Agent shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, of this Agreement or any other instrument or document furnished pursuant hereto; and (viv) the Administrative Agent shall not incur any no liability under or in respect of this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopiertelegram, telecopy or e-mail) believed by it to be genuine and signed or sent by the proper party or parties.

The Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable to any Lender for any action taken or omitted to be taken by it or them under or in connection with this Agreementany of the Loan Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (i) the Administrative Agent may treat the payee of any Note Advance as the holder thereof until the Administrative Agent receives and accepts an Assignment and Acceptance entered into by the Lender that which is the payee of such NoteAdvance, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07; (ii) the Administrative Agent may consult with legal counsel (including counsel for the BorrowersBorrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iii) the Administrative Agent makes make no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreementany of the Loan Documents; (iv) the Administrative Agent shall not have no any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement any of the Loan Documents on the part of the Borrowers Borrower or to inspect the property (including the books and records) of the BorrowersBorrower; (v) the Administrative Agent shall not be Credit Agreement (Short Term) responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, this Agreement of any of the Loan Documents or any other instrument or document furnished pursuant hereto; and (vi) the Administrative Agent shall not incur any no liability under or in respect of this Agreement any of the Loan Documents by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier, telegram, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties.

The Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its Affiliates nor any of their respective directors, officers, agents or employees shall be liable to any Lender for any action taken or omitted to be taken by it or them under or in connection with this AgreementAgreement or the other Loan Documents, except for damages solely caused by its or their own gross negligence or willful misconductmisconduct as finally determined by a court of competent jurisdiction. Without limitation of the generality of the foregoing, the Administrative Agent: (ia) the Administrative Agent may treat the payee of any Revolving Credit Note as the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and accepts an Assignment and Acceptance entered into by in form satisfactory to the Lender that is the payee of such Note, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07Administrative Agent; (iib) the Administrative Agent may consult with legal counsel (including counsel for the Borrowers)counsel, independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iiic) the Administrative Agent makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this AgreementAgreement or the other Loan Documents; (ivd) the Administrative Agent shall not have no any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or the other Loan Documents on the part of the Borrowers any Credit Party or to inspect the property Collateral (including the books and records) of the Borrowersany Credit Party; (ve) the Administrative Agent shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, of this Agreement or the other Loan Documents or any other instrument or document furnished pursuant heretohereto or thereto; and (vif) the Administrative Agent shall not incur any no liability under or in respect of this Agreement or the other Loan Documents by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopiertelecopy, telegram, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties.

The Administrative Agent’s Reliance, Etc. Neither the Administrative Agent Agent, its Affiliates nor any of its their respective directors, officers, agents or employees shall be liable to any Lender for any action taken or omitted to be taken by it or any of them under or in connection with this Agreement, except for its or their own gross negligence or willful misconductmisconduct (as determined by a court of competent jurisdiction). Without limitation of the generality of the foregoing: , (i) the Administrative Agent may treat the payee of any Note as the holder thereof until the Administrative Agent receives and accepts an Assignment and Acceptance entered into by the Lender that is the payee of such Note, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07; (ii) the Administrative Agent may consult with legal counsel (including counsel for to the BorrowersBorrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iiiii) the Administrative Agent makes no warranty or representation to any Lender Bank and it shall not be responsible to any Lender Bank for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement; (iviii) the Administrative Agent shall have no duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement on the part of the Borrowers Borrower or to inspect the property Properties (including the books and records) of the BorrowersBorrower; (viv) the Administrative Agent shall not be responsible to any Lender Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, of this Agreement or any other instrument or document furnished pursuant heretohereto or for any failure of the Borrower to perform its obligations hereunder or thereunder; and (viv) the Administrative Agent shall not incur any liability under or in respect of this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopiertelegram, e-mail, telecopy, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties.