Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents, or employees shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them under or in connection with this Agreement or the other Loan Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Administrative Agent; (b) may consult with legal counsel (including counsel for the Borrower), 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; (c) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties, or representations made in or in connection with this Agreement or the other Loan Documents; (d) shall not have 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 any other Loan Document on the part of the Borrower or its Subsidiaries or to inspect the Property (including the books and records) of the Borrower or its Subsidiaries; (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, or value of this Agreement or any other Loan Document; and (f) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate, or other instrument or writing (which may be by telecopier or telex) believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 10 contracts
Samples: Credit Agreement (Resaca Exploitation, Inc.), Credit Agreement (Resaca Exploitation, Inc.), Credit Agreement (Resaca Exploitation, Inc.)
Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them as Administrative Agent under or in connection with this Agreement or any of the other Loan Transaction Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of limiting the foregoing, the Administrative Agent: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Administrative Agent; (bi) may consult with legal counsel (including counsel for the BorrowerBorrower or the Seller), independent public accountants, 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, accountants or experts; (cii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties, warranties or representations made by any other Person in or in connection with this Agreement or the other Loan DocumentsAgreement; (diii) shall not have 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 any of the other Loan Document Transaction Documents on the part of any of the Borrower Borrower, the Collateral Manager, the Equityholder or its Subsidiaries the Seller or to inspect the Property property (including the books and records) of any of the Borrower Borrower, the Collateral Manager, the Equityholder or its Subsidiariesthe Seller; (eiv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement Agreement, any of the other Transaction Documents or any other Loan Documentinstrument or document furnished pursuant hereto or thereto; and (fv) shall incur no liability under or in respect of this Agreement or any of the other Loan Document Transaction Documents by acting upon any noticenotice (including notice by telephone), consent, certificate, certificate or other instrument or writing (which may be by telecopier or telexfacsimile) believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 8 contracts
Samples: Loan and Security Agreement (Kayne Anderson BDC, Inc.), Loan and Security Agreement (Kayne Anderson BDC, Inc.), Loan and Security Agreement (Crescent Capital BDC, Inc.)
Administrative Agent’s Reliance, Etc. Neither the The Administrative Agent nor any of and its directors, officers, agents, agents or employees shall not be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them in good faith under or in connection with this Agreement the Transaction Documents (including, without limitation, the servicing, administering or the other Loan Documentscollecting Pool Receivables as Master Servicer pursuant to Section 8.1), except for its or their own breach of the applicable terms of the Transaction Documents or its or their own gross negligence or willful misconduct. Without limitation of limiting the generality of the foregoing, the Administrative Agent: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Administrative Agent; (b) may consult with legal counsel (including counsel for the BorrowerSeller), independent certified public accountants, 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, accountants or experts; (cb) makes no warranty or representation to the Investors or any Lender other holder of any interest in Pool Receivables and shall not be responsible to the Investors or any Lender such other holder for any statements, warranties, warranties or representations made by any Seller Party in or in connection with this Agreement or the other Loan Documentsany Transaction Document; (dc) shall not have 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 any other Loan Transaction Document on the part of the Borrower or its Subsidiaries any Seller Party or to inspect the Property property (including the books and records) of the Borrower or its Subsidiariesany Seller Party; (ed) shall not be responsible to the Investors or any Lender other holder of any interest in Pool Receivables for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or any other Loan Transaction Document; and (fe) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any noticenotice (including notice by telephone where permitted herein), consent, certificate, certificate or other instrument or writing (which may be by telecopier or telexfacsimile) in good faith believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 7 contracts
Samples: Receivables Purchase Agreement (Lennox International Inc), Receivables Purchase Agreement (Lennox International Inc), Receivables Purchase Agreement (Lennox International Inc)
Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them as Administrative Agent under or in connection with this Agreement or any of the other Loan Transaction Documents, except for its or their own gross negligence or willful misconductmisconduct as determined in a final decision by a court of competent jurisdiction. Each Lender, Lender Agent and each Secured Party hereby waives any and all claims against the Administrative Agent or any of its Affiliates for any action taken or omitted to be taken by the Administrative Agent or any of its Affiliates under or in connection with this Agreement or any of the other Transaction Documents, except for its or their own gross negligence or willful misconduct as determined in a final decision by a court of competent jurisdiction. Without limitation of the generality of limiting the foregoing, the Administrative Agent: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Administrative Agent; (bi) may consult with legal counsel (including counsel for the BorrowerBorrower or the Transferor), independent public accountants, 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, accountants or experts; (cii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties, warranties or representations made in or in connection with this Agreement or the other Loan DocumentsAgreement; (diii) shall not have 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 any of the other Loan Document Transaction Documents on the part of the Borrower Borrower, the Transferor, or its Subsidiaries the Servicer or to inspect the Property property (including the books and records) of the Borrower Borrower, the Transferor, or its Subsidiariesthe Servicer; (eiv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement Agreement, any of the other Transaction Documents or any other Loan Documentinstrument or document furnished pursuant hereto or thereto; and (fv) shall incur no liability under or in respect of this Agreement or any of the other Loan Document Transaction Documents by acting upon any noticenotice (including notice by telephone), consent, certificate, certificate or other instrument or writing (which may be by telecopier or telexfacsimile) believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 7 contracts
Samples: Loan and Servicing Agreement (SLR Investment Corp.), Loan and Servicing Agreement (SLR Senior Investment Corp.), Loan and Servicing Agreement (Solar Senior Capital Ltd.)
Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them as Administrative Agent under or in connection with this Agreement or any of the other Loan Transaction Documents, except for its or their own gross negligence negligence, bad faith or willful misconduct. Without limitation of the generality of limiting the foregoing, the Administrative Agent: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Administrative Agent; (bi) may consult with legal counsel (including counsel for the BorrowerBorrower or the Seller), independent Independent public accountants, 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, accountants or experts; (cii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties, warranties or representations made by any other Person in or in connection with this Agreement or the other Loan DocumentsAgreement; (diii) shall not have 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 any of the other Loan Document Transaction Documents on the part of the Borrower Borrower, the Collateral Manager, the Equityholder or its Subsidiaries the Seller or to inspect the Property property (including the books and records) of the Borrower Borrower, the Collateral Manager, the Equityholder or its Subsidiariesthe Seller; (eiv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement Agreement, any of the other Transaction Documents or any other Loan Documentinstrument or document furnished pursuant hereto or thereto; and (fv) shall incur no liability under or in respect of this Agreement or any of the other Loan Document Transaction Documents by acting upon any noticenotice (including notice by telephone), consent, certificate, certificate or other instrument or writing (which may be by telecopier or telexfacsimile) believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 7 contracts
Samples: Loan and Security Agreement (New Mountain Guardian IV BDC, L.L.C.), Loan and Security Agreement (New Mountain Guardian IV BDC, L.L.C.), Loan and Security Agreement (New Mountain Guardian III BDC, L.L.C.)
Administrative Agent’s Reliance, Etc. Neither None of the Administrative Agent nor Agent, any of its Affiliates or any of their respective directors, officers, agents, agents or employees shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it it, him, her or them under or in connection with this Agreement or the other Loan Documents, except for its to the extent such claim, damage, loss, liability or their own expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted primarily from the gross negligence or willful misconductmisconduct of such person. Without limitation of the generality of limiting the foregoing, the Administrative Agent: Agent (a) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 10.04, (b) may rely on the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory Register to the Administrative Agent; extent set forth in Section 2.05 and Section 10.04(b), (bc) may consult with legal counsel (including counsel for to the BorrowerBorrowers), independent public accountants, 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, accountants or experts; , (cd) makes no warranty or representation to any Lender or Issuer and shall not be responsible to any Lender or Issuer for any statements, warranties, warranties or representations made by or on behalf of any Borrower in or in connection with this Agreement or the any other Loan Documents; Document, (de) shall not have any duty to ascertain or to inquire either as to the performance or observance of any of the termsterm, covenants covenant or conditions of this Agreement or any other Loan Document on the part of the Borrower or its Subsidiaries or to inspect the Property (including the books and records) of the Borrower or its Subsidiaries; (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, or value condition of this Agreement or any other Loan Document; , as to the financial condition of any Borrower or as to the existence or possible existence of any Default or Event of Default and (f) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which writing may be by telecopier a telecopy or telexelectronic mail) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 6 contracts
Samples: Revolving Credit Agreement (Howmet Aerospace Inc.), Revolving Credit Agreement (Howmet Aerospace Inc.), Credit Agreement (Arconic Inc.)
Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them as Administrative Agent under or in connection with this Agreement or Agreement, in the other Loan Documents, except for absence of its or their own gross negligence or willful misconduct. Without limitation of limiting the generality of the foregoing, the Administrative Agent: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Administrative Agent; (b) may consult with legal counsel (including counsel for the Borrowerany Purchaser Party or any Servicer), independent certified public accountants, 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, accountants or experts; (cb) makes no warranty or representation to any Lender Purchaser Party (whether written or oral) and shall not be responsible to any Lender Purchaser Party for any statements, warranties, warranties or representations (whether written or oral) made by any other party in or in connection with this Agreement or the other Loan DocumentsAgreement; (dc) shall not have 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 any other Loan Document on the part of the Borrower or its Subsidiaries any Purchaser Party or to inspect the Property property (including the books and records) of the Borrower or its Subsidiariesany Purchaser Party; (ed) shall not be responsible to any Lender Purchaser Party for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or any other Loan Documentinstrument or document furnished pursuant hereto; and (fe) shall incur no liability under or be entitled to rely, and shall be fully protected in respect of this Agreement or any other Loan Document by acting so relying, upon any noticenotice (including notice by telephone), consent, certificate, certificate or other instrument or writing (which may be by telecopier or telexfacsimile) believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 5 contracts
Samples: Receivables Purchase Agreement (NCR Atleos Corp), Receivables Purchase Agreement (NCR Corp), Receivables Purchase Agreement (NCR Corp)
Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them under or in connection with this Agreement or the other Loan DocumentsAgreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (ai) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice and accepts an Assignment and Acceptance entered into by the Lender that is the payee of the assignment or transfer thereof signed by such payee Note, as assignor, and an Eligible Assignee, as assignee, as provided in form satisfactory to the Administrative AgentSection 9.07; (bii) may consult with legal counsel (including counsel for the BorrowerBorrowers), independent public accountants, 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, accountants or experts; (ciii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Loan DocumentsAgreement; (div) shall not have 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 any other Loan Document on the part of the Borrower or its Subsidiaries Borrowers or to inspect the Property property (including the books and records) of the Borrower or its SubsidiariesBorrowers; (ev) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or any other Loan Documentinstrument or document furnished pursuant hereto; and (fvi) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telecopier, telegram or telex) reasonably believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 5 contracts
Samples: Day Credit Agreement (Sprint Corp), Day Credit Agreement (Sprint Corp), Day Credit Agreement (Sprint Corp)
Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them under or in connection with this Agreement or the any other Loan DocumentsDocument, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (ai) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice and accepts a Lender Assignment entered into by the Lender which is the payee of the assignment or transfer thereof signed by such payee Note, as assignor, and an Eligible Assignee, as assignee, as provided in form satisfactory to the Administrative AgentSection 8.07; (bii) may consult with legal counsel (including counsel for the Borrower), independent public accountants, 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, accountants or experts; (ciii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties, warranties or representations (whether written or oral) made in or in connection with this Agreement or the any other Loan DocumentsDocument; (div) shall not have 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 any other Loan Document on the part of the Borrower or its Subsidiaries or to inspect the Property property (including the books and records) of the Borrower or its SubsidiariesBorrower; (ev) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement Agreement, any other Loan Document or any other Loan Documentinstrument or document furnished pursuant hereto or thereto; and (fvi) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telecopier, telegram, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 5 contracts
Samples: Credit Agreement (Commonwealth Edison Co), Credit Agreement (Commonwealth Edison Co), Credit Agreement (Commonwealth Edison Co)
Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its respective directors, officers, agents, agents or employees shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them under or in connection with this Agreement or the other Loan Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (a) may treat the payee of any Note as the holder thereof until until, in the case of the Administrative Agent, the Administrative Agent receives written notice 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, or, in the assignment or transfer thereof signed by such payee and in form satisfactory to case of any other Administrative Agent, the Administrative AgentAgent has received notice from the Administrative Agent that it has received and accepted such Assignment and Acceptance, in each case as provided in Section 8.07; (b) may consult with legal counsel (including counsel for the Borrowerany Loan Party), independent public accountants, 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, accountants or experts; (c) makes no warranty or representation to any Lender Party and shall not be responsible to any Lender Party for any statements, warranties, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Loan Documents; (d) shall not have any duty to ascertain or to inquire as to the performance performance, observance or observance satisfaction of any of the terms, covenants or conditions of this Agreement or any other Loan Document on the part of any Loan Party or the Borrower or its Subsidiaries existence at any time of any Default under the Loan Documents or to inspect the Property property (including the books and records) of the Borrower or its Subsidiariesany Loan Party; (e) shall not be responsible to any Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiencysufficiency or value of, or value the perfection or priority of this Agreement any lien or security interest created or purported to be created under or in connection with, any Loan Document or any other Loan Documentinstrument or document furnished pursuant thereto; and (f) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telegram, telecopy or telexattached to electronic mail) believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 5 contracts
Samples: Credit Agreement (Grubb & Ellis Co), Credit Agreement (Grubb & Ellis Co), Credit Agreement (Grubb & Ellis Co)
Administrative Agent’s Reliance, Etc. Neither With respect to the Lenders, neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable to any Lender for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them as Administrative Agent under or in connection with this Agreement or any of the other Loan Transaction Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of limiting the foregoing, the Administrative Agent: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Administrative Agent; (bi) may consult with legal counsel (including counsel for the BorrowerBorrower or the Servicer), independent public accountants, 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, accountants or experts; (cii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties, warranties or representations made in or in connection with this Agreement or the other Loan DocumentsAgreement; (diii) shall not have any duty to any Lender to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Loan Document Transaction Documents on the part of the Borrower or its Subsidiaries the Servicer or to inspect the Property property (including the books and records) of the Borrower or its Subsidiariesthe Servicer; (eiv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement Agreement, any of the other Transaction Documents or any other Loan Documentinstrument or document furnished pursuant hereto or thereto; and (fv) shall incur no liability to any Lender under or in respect of this Agreement or any of the other Loan Document Transaction Documents by acting upon any noticenotice (including notice by telephone), consent, certificate, certificate or other instrument or writing (which may be by telecopier or telexfacsimile) believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 4 contracts
Samples: Credit Agreement (CLST Holdings, Inc.), Credit Agreement (CLST Holdings, Inc.), Credit Agreement (CLST Holdings, Inc.)
Administrative Agent’s Reliance, Etc. Neither Notwithstanding any other provisions of this Agreement, any other Loan Documents or the Other Related Documents, neither the Administrative Agent nor any of its directors, officers, agents, employees or employees counsel shall be liable for any action taken or omitted to be not taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them under or in connection with this Agreement or the any other Loan DocumentsDocument, except for its or their own gross negligence or willful misconductmisconduct in connection with its duties expressly set forth herein or therein. Without limitation of limiting the generality of the foregoing, the Administrative Agent: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Administrative Agent; (b) may consult with legal counsel (including its own counsel or counsel for the BorrowerBorrowers or any other Loan Party), independent public accountants, 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, accountants or experts; . Neither the Administrative Agent nor any of its directors, officers, agents, employees or counsel: (ca) makes no any warranty or representation to any Lender or any other Person and shall not be responsible to any Lender or any other Person for any statementsstatement, warrantieswarranty or representation made or deemed made by the Borrowers, any other Loan Party or representations made any other Person in or in connection with this Agreement or the any other Loan DocumentsDocument; (db) shall not have 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 any other Loan Document or the satisfaction of any conditions precedent under this Agreement or any Loan Document on the part of the Borrower Borrowers or its Subsidiaries other Persons or to inspect the Property (including the property, books and records) or records of the Borrower Borrowers or its Subsidiariesany other Person; (ec) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or any other Loan Document, any other instrument or document furnished pursuant thereto or any Collateral covered thereby or the perfection or priority of any Lien in favor of the Administrative Agent on behalf of the Lenders in any such Collateral; (d) shall have any liability in respect of any recitals, statements, certifications, representations or warranties contained in any of the Loan Documents or Other Related Documents or any other document, instrument, agreement, certificate or statement delivered in connection therewith; and (fe) shall incur no any liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telephone, telecopy or telexelectronic mail) believed by it to be genuine and signed signed, sent or sent given by the proper party or parties. The Administrative Agent may execute any of its duties under the Loan Documents or Other Related Documents by or through agents, employees or attorneys-in-fact and shall not be responsible for the negligence or misconduct of any agent or attorney-in-fact that it selects in the absence of gross negligence or willful misconduct.
Appears in 4 contracts
Samples: And Consolidated Loan Agreement (KBS Real Estate Investment Trust II, Inc.), Loan Agreement (KBS Real Estate Investment Trust III, Inc.), And Consolidated Loan Agreement (KBS Real Estate Investment Trust II, Inc.)
Administrative Agent’s Reliance, Etc. Neither Notwithstanding any other provisions of this Agreement or any other Loan Documents, neither the Administrative Agent nor any of its directors, officers, agents, employees or employees counsel shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them under or in connection with this Agreement or the any other Loan DocumentsDocument, except for its or their own gross negligence or willful misconductmisconduct as determined by a court of competent jurisdiction in a final, non-appealable judgment. Without limitation of limiting the generality of the foregoing, the Administrative Agent: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Administrative Agent; (b) may consult with legal counsel (including its own counsel or counsel for the BorrowerBorrower or any other Loan Party), independent public accountants, 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, accountants or experts; (c) makes no warranty or representation to any Lender or any other Person and shall not be responsible to any Lender or any other Person for any statements, warranties, warranties or representations made by any Person in or in connection with this Agreement or the any other Loan DocumentsDocument; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any of this Agreement or any other Loan Document or the satisfaction of any conditions precedent under this Agreement or any Loan Document on the part of the Borrower or its Subsidiaries other Persons (except for the delivery to it of any certificate or document specifically required to be delivered to it pursuant to Section 5.1.) or inspect the Property (including the property, books and records) or records of the Borrower or its Subsidiariesany other Person; (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or any other Loan Document, any other instrument or document furnished pursuant thereto or any collateral covered thereby or the perfection or priority of any Lien in favor of the Administrative Agent on behalf of the Lenders in any such collateral; and (f) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telephone, telecopy, or telexelectronic mail) believed by it to be genuine and signed signed, sent or sent given by the proper party or parties. The Administrative Agent may execute any of its duties under the Loan Documents by or through agents, employees or attorneys-in-fact. Unless set forth in writing to the contrary, the making of its initial Loan by a Lender shall constitute a certification by such Lender to the Administrative Agent and the other Lenders that the Borrower has satisfied the conditions precedent for initial Loans set forth in Sections 5.1. and 5.2. that have not previously been waived by the Requisite Lenders.
Appears in 4 contracts
Samples: Assignment and Acceptance Agreement (CubeSmart, L.P.), Assignment and Acceptance Agreement (CubeSmart, L.P.), Assignment and Acceptance Agreement (U-Store-It Trust)
Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them under or in connection with this Agreement or the other Loan Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice and accepts an Assignment and Acceptance entered into by the Lender that is the payee of the assignment or transfer thereof signed by such payee Note, as assignor, and an Eligible Assignee, as assignee, as provided in form satisfactory to the Administrative AgentSection 9.07; (b) may consult with legal counsel (including counsel for the Borrowerany Loan Party), independent public accountants, 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, accountants or experts; (c) makes no warranty or representation to any Lender Party and shall not be responsible to any Lender Party for any statements, warranties, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Loan Documents; (d) shall not have 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 any other Loan Document on the part of the Borrower or its Subsidiaries any Loan Party or to inspect the Property property (including the books and records) of the Borrower or its Subsidiariesany Loan Party; (e) shall not be responsible to any Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiencysufficiency or value of, or value the perfection or priority of this Agreement any lien or security interest created or purported to be created under or in connection with, any Loan Document or any other Loan Documentinstrument or document furnished pursuant thereto; and (f) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telegram, telecopy or telex) believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 4 contracts
Samples: Credit Agreement (Accuride Corp), Credit Agreement (Accuride Corp), Credit Agreement (Accuride Corp)
Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them as Administrative Agent under or in connection with this Agreement or any of the other Loan Transaction Documents, except for its or their own gross negligence or willful misconduct. Each Lender, Lender Agent and each Secured Party hereby waives any and all claims against the Administrative Agent or any of its Affiliates for any action taken or omitted to be taken by the Administrative Agent or any of its Affiliates under or in connection with this Agreement or any of the other Transaction Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of limiting the foregoing, the Administrative Agent: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Administrative Agent; (bi) may consult with legal counsel (including counsel for the BorrowerBorrower and the Seller), independent public accountants, 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, accountants or experts; (cii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties, warranties or representations made in or in connection with this Agreement or the other Loan DocumentsAgreement; (diii) shall not have 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 any of the other Loan Document Transaction Documents on the part of the any Borrower or its Subsidiaries Party or to inspect the Property property (including the books and records) of the Borrower or its Subsidiariesthe Borrower Advisors; (eiv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement Agreement, any of the other Transaction Documents or any other Loan Documentinstrument or document furnished pursuant hereto or thereto; and (fv) shall incur no liability under or in respect of this Agreement or any of the other Loan Document Transaction Documents by acting upon any noticenotice (including notice by telephone), consent, certificate, certificate or other instrument or writing (which may be by telecopier or telexfacsimile) believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 4 contracts
Samples: Loan and Servicing Agreement (FS Investment Corp II), Loan and Servicing Agreement (FS Energy & Power Fund), Loan and Servicing Agreement (FS Investment Corp II)
Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them under or in connection with this Agreement or the other Loan DocumentsAgreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (ai) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice and accepts an Assignment and Acceptance entered into by the Lender which is the payee of the assignment or transfer thereof signed by such payee Note, as assignor, and an Eligible Assignee, as assignee, as provided in form satisfactory to the Administrative AgentSection 8.07; (bii) may consult with legal counsel (including counsel for the Borrower), independent public accountants, 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, accountants or experts; (ciii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Loan DocumentsAgreement; (div) shall not have 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 any other Loan Document on the part of the Borrower or its Subsidiaries or to inspect the Property property (including the books and records) of the Borrower or its SubsidiariesBorrower; (ev) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or any other Loan Documentinstrument or document furnished pursuant hereto; and (fvi) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telegram, telecopy, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 4 contracts
Samples: Credit Agreement (Burlington Resources Inc), Credit Agreement (Burlington Resources Inc), Credit Agreement (Burlington Resources Inc)
Administrative Agent’s Reliance, Etc. Neither the Administrative Agent Agent, nor any of its directors, officers, agents, employees, Affiliates, or employees representatives shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them under or in connection with this Agreement or the any other Loan DocumentsPaper, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: Agent (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Administrative Agent; (b) may consult with legal counsel (including counsel for the BorrowerCompany or any of its Subsidiaries), independent public accountants, and other experts selected by it 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; (c) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties, or representations made in or in connection with this Agreement or the any other Loan DocumentsPapers; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants covenants, or conditions of this Agreement or any other Loan Document Papers on the part of the Borrower Company or its Subsidiaries or to inspect the Property (including the books and records) of the Borrower Company or its Subsidiaries; (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, or value of this Agreement Agreement, any other Loan Papers, or any other Loan Documentinstrument or document furnished pursuant hereto; and (f) shall incur no liability under or in respect of this Agreement or any other Loan Document Papers by acting upon any notice, consent, certificate, or other instrument or writing (which may be by telecopier or telex) believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 4 contracts
Samples: Credit Agreement (Franchise Finance Corp of America), Credit Agreement (Franchise Finance Corp of America), Credit Agreement (Franchise Finance Corp of America)
Administrative Agent’s Reliance, Etc. Neither Notwithstanding any other provisions of this Agreement or any other Loan Documents, neither the Administrative Agent nor any of its directors, officers, agents, employees or employees counsel shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them under or in connection with this Agreement or the any other Loan DocumentsDocument, except for its or their own gross negligence or willful misconductmisconduct as determined by a court of competent jurisdiction in a final, non-appealable judgment. Without limitation of limiting the generality of the foregoing, the Administrative Agent: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Administrative Agent; (b) may consult with legal counsel (including its own counsel or counsel for the BorrowerBorrower or any other Loan Party), independent public accountants, 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, accountants or experts; (c) makes no warranty or representation to any Lender or any other Person and shall not be responsible to any Lender or any other Person for any statements, warranties, warranties or representations made by any Person in or in connection with this Agreement or the any other Loan DocumentsDocument; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any of this Agreement or any other Loan Document or the satisfaction of any conditions precedent under this Agreement or any Loan Document on the part of the Borrower or its Subsidiaries other Persons or to inspect the Property (including the property, books and records) or records of the Borrower or its Subsidiariesany other Person; (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or any other Loan Document, any other instrument or document furnished pursuant thereto or any collateral covered thereby or the perfection or priority of any Lien in favor of the Administrative Agent on behalf of the Lenders in any such collateral; and (f) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telephone or telextelecopy) believed by it to be genuine and signed signed, sent or sent given by the proper party or parties.
Appears in 4 contracts
Samples: Credit Agreement (Corporate Office Properties Trust), Term Loan Agreement (Corporate Office Properties, L.P.), Credit Agreement (Corporate Office Properties, L.P.)
Administrative Agent’s Reliance, Etc. Neither Notwithstanding any other provisions of this Agreement or any other Loan Documents, neither the Administrative Agent nor any of its directors, officers, agents, employees or employees counsel shall be liable for any action taken or omitted to be not taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them under or in connection with this Agreement or the any other Loan DocumentsDocument, except for its or their own gross negligence or willful misconductmisconduct in connection with its duties expressly set forth herein or therein. Without limitation of limiting the generality of the foregoing, the Administrative Agent: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Administrative Agent; (b) may consult with legal counsel (including its own counsel or counsel for the BorrowerBorrower or any other Loan Party), independent public accountants, 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, accountants or experts; . Neither the Administrative Agent nor any of its directors, officers, agents, employees or counsel: (ca) makes no any warranty or representation to any Lender or any other Person and shall not be responsible to any Lender or any other Person for any statementsstatement, warrantieswarranty or representation made or deemed made by any Borrower, any other Loan Party or representations made any other Person in or in connection with this Agreement or the any other Loan DocumentsDocument; (db) shall not have 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 any other Loan Document or the satisfaction of any conditions precedent under this Agreement or any Loan Document on the part of the Borrower or its Subsidiaries other Persons or to inspect the Property (including the property, books and records) or records of the Borrower or its Subsidiariesany other Person; (ec) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or any other Loan Document, any other instrument or document furnished pursuant thereto or any collateral covered thereby or the perfection or priority of any Lien in favor of the Administrative Agent on behalf of the Lenders in any such collateral; (d) shall have any liability in respect of any recitals, statements, certifications, representations or warranties contained in any of the Loan Documents or any other document, instrument, agreement, certificate or statement delivered in connection therewith; and (fe) shall incur no any liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telephone, telecopy or telexelectronic mail) believed by it to be genuine and signed signed, sent or sent given by the proper party or parties. The Administrative Agent may execute any of its duties under the Loan Documents by or through agents, employees or attorneys-in-fact and shall not be responsible for the negligence or misconduct of any agent or attorney-in-fact that it selects in the absence of gross negligence or willful misconduct.
Appears in 4 contracts
Samples: Credit Agreement (Pennsylvania Real Estate Investment Trust), Credit Agreement (Pennsylvania Real Estate Investment Trust), Credit Agreement (Pennsylvania Real Estate Investment Trust)
Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents, or employees shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them under or in connection with this Agreement or the other Loan Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Administrative Agent; (b) may consult with legal counsel (including counsel for the Borrower), independent public accountants, and other experts selected by it and shall not be liable for any action taken or omitted to not taken by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be taken necessary, or as Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 7 and 9.2) or (ii) in the absence of its own gross negligence or willful misconduct as determined by it in accordance with the advice a court of competent jurisdiction by final and nonappealable judgment. Administrative Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until an Obligor or a Lender has given written notice describing such counsel, accountants, Default or experts; (c) makes no warranty or representation Event of Default to any Lender and Administrative Agent. Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any Lender for any statementsstatement, warranties, warranty or representations representation made in or in connection with this Agreement or the any other Loan Documents; Document, (dii) shall not have the contents of any duty to ascertain certificate, report or to inquire as to other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the termscovenants, covenants agreements or other terms or conditions set forth herein or therein or the occurrence of any Default or Event of Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement or Agreement, any other Loan Document on the part of the Borrower or its Subsidiaries or to inspect the Property (including the books and records) of the Borrower or its Subsidiaries; (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, or value of this Agreement or any other Loan Document; and (f) shall incur no liability under agreement, instrument or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificatedocument, or (v) the satisfaction of any condition set forth in Section 4 or elsewhere herein or therein, other instrument or writing (which may be by telecopier or telex) believed by it than to confirm receipt of items expressly required to be genuine and signed or sent by the proper party or partiesdelivered to Administrative Agent.
Appears in 3 contracts
Samples: Credit Agreement (WestRock Co), Credit Agreement (WestRock Co), Credit Agreement (WestRock Co)
Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them under or in connection with this Agreement or the other Loan DocumentsAgreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (ai) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice and accepts an Assignment and Acceptance entered into by the Lender that is the payee of the assignment or transfer thereof signed by such payee Note, as assignor, and an Eligible Assignee, as assignee, as provided in form satisfactory to the Administrative AgentSection 8.07; (bii) may consult with legal counsel (including counsel for the Borrower), independent public accountants, 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, accountants or experts; (ciii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Loan DocumentsAgreement; (div) shall not have 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 any other Loan Document on the part of the Borrower or its Subsidiaries or to inspect the Property property (including the books and records) of the Borrower or its SubsidiariesBorrower; (ev) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiencysufficiency or value of, or value the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or any other Loan Documentinstrument or document furnished pursuant hereto; and (fvi) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telecopier, telegram or telex) believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 3 contracts
Samples: Credit Agreement (Monsanto Co), Credit Agreement (Solutia Inc), Credit Agreement (Hartford Life Inc)
Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its respective directors, officers, agents, agents or employees shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them under or in connection with this Agreement or the other Loan Credit Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form reasonably satisfactory to the Administrative Agent; (b) may consult with legal counsel (including counsel for the Borrower), independent public accountants, 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, accountants or experts; (c) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties, warranties or representations made in or in connection with this Agreement or the other Loan Credit Documents; (d) shall not have 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 any other Loan Credit Document on the part of the Borrower or its Subsidiaries or to inspect the Property property (including the books and records) of the Borrower or its Subsidiaries; (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or any other Loan Credit Document; and (f) shall incur no liability under or in respect of this Agreement or any other Loan Credit Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier facsimile, telegram, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 3 contracts
Samples: Year Credit Agreement (NOV Inc.), Credit Agreement (National Oilwell Varco Inc), Assignment and Assumption (National Oilwell Varco Inc)
Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its respective directors, officers, agents, agents or employees shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them under or in connection with this Agreement or the other Loan Credit Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Administrative Agent; (b) may consult with legal counsel (including counsel for the Borrower), independent public accountants, 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, accountants or experts; (c) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties, warranties or representations made in or in connection with this Agreement or the other Loan Credit Documents; (d) shall not have 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 any other Loan Credit Document on the part of the Borrower or its Subsidiaries or to inspect the Property property (including the books and records) of the Borrower or its Subsidiaries; (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or any other Loan Credit Document; and (f) shall incur no liability under or in respect of this Agreement or any other Loan Credit Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier facsimile, telegram, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 3 contracts
Samples: Credit Agreement (NOW Inc.), Credit Agreement (NOW Inc.), Assignment and Assumption (National Oilwell Varco Inc)
Administrative Agent’s Reliance, Etc. Neither Notwithstanding any other provisions of this Agreement or any other Loan Documents, neither the Administrative Agent nor any of its directors, officers, agents, employees or employees counsel shall be liable for any action taken or omitted to be not taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them under or in connection with this Agreement or the any other Loan DocumentsDocument, except for its or their own gross negligence or willful misconductmisconduct in connection with its duties expressly set forth herein or therein. Without limitation of limiting the generality of the foregoing, the Administrative Agent: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Administrative Agent; (b) may consult with legal counsel (including its own counsel or counsel for the BorrowerBorrower or any other Loan Party), independent public accountants, 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, accountants or experts; . Neither the Administrative Agent nor any of its directors, officers, agents, employees or counsel: (ca) makes no any warranty or representation to any Lender or any other Person and shall not be responsible to any Lender or any other Person for any statementsstatement, warrantieswarranty or representation made or deemed made by any Borrower, any other Loan Party or representations made any other Person in or in connection with this Agreement or the any other Loan DocumentsDocument; (db) shall not have 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 any other Loan Document or the satisfaction of any conditions precedent under this Agreement or any Loan Document on the part of the Borrower or its Subsidiaries other Persons or to inspect the Property (including the property, books and records) or records of the Borrower or its Subsidiariesany other Person; (ec) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or any other Loan Document, any other instrument or document furnished pursuant thereto or any collateral covered thereby or the perfection or priority of any Lien in favor of the Administrative Agent on behalf of the Lenders in any such collateral; (d) shall have any liability in respect of any recitals, statements, certifications, representations or warranties contained in any of the Loan Documents or any other document, instrument, agreement, certificate or statement delivered in connection therewith; and (fe) shall incur no any liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telephone, facsimile or telexelectronic mail) believed by it to be genuine and signed signed, sent or sent given by the proper party or parties. The Administrative Agent may execute any of its duties under the Loan Documents by or through agents, employees or attorneys-in-fact and shall not be responsible for the negligence or misconduct of any agent or attorney-in-fact that it selects in the absence of gross negligence or willful misconduct.
Appears in 3 contracts
Samples: Second Lien Credit Agreement (Pennsylvania Real Estate Investment Trust), Intercreditor Agreement (Pennsylvania Real Estate Investment Trust), Intercreditor Agreement (Pennsylvania Real Estate Investment Trust)
Administrative Agent’s Reliance, Etc. Neither the Notwithstanding any other provisions of this Agreement or any other Loan Documents, neither Administrative Agent nor any of its directors, officers, agents, employees or employees counsel shall be liable to any Bank for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them under or in connection with this Agreement or the other Loan DocumentsAgreement, except for its or their own gross negligence or willful misconduct. Without limitation of limiting the generality of the foregoing, the Administrative Agent: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Administrative Agent; (b) may consult with legal counsel (including its own counsel or counsel for the Borrower), independent public accountants, 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, accountants or experts; (c) makes no warranty or representation to any Lender Bank or any other Person and shall not be responsible to any Lender Bank or any other Person for any statements, warranties, warranties or representations made by any Person in or in connection with this Agreement or the any other Loan DocumentsDocument; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any of this Agreement or any other Loan Document or the satisfaction of any conditions precedent under this Agreement or any Loan Document on the part of the Borrower or its Subsidiaries other persons or to entities or inspect the Property (including the property, books and records) or records of the Borrower or its Subsidiariesany other Person; (e) shall not be responsible to any Lender Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or any other Loan Document, any other instrument or document furnished pursuant thereto or any collateral covered thereby or the perfection or priority of any lien in favor of Administrative Agent on behalf of the Banks in any such collateral; and (f) shall incur no liability to any Bank under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telephone or telextelecopy) believed by it to be genuine and signed signed, sent or sent given by the proper party or parties.
Appears in 3 contracts
Samples: Syndicated Term Loan Agreement (Strategic Storage Trust VI, Inc.), Syndicated Term Loan Agreement (Strategic Storage Trust VI, Inc.), Syndicated Term Loan Agreement (Strategic Storage Trust VI, Inc.)
Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them as Administrative Agent under or in connection with this Agreement or any of the other Loan Transaction Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of limiting the foregoing, the Administrative Agent: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Administrative Agent; (bi) may consult with legal counsel (including counsel for the BorrowerBorrower or the Equityholder), independent public accountants, 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, accountants or experts; (cii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties, warranties or representations made by any other Person in or in connection with this Agreement or the other Loan DocumentsAgreement; (diii) shall not have 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 any of the other Loan Document Transaction Documents on the part of any of the Borrower Borrower, the Collateral Manager or its Subsidiaries the Equityholder or to inspect the Property property (including the books and records) of any of the Borrower Borrower, the Collateral Manager or its Subsidiariesthe Equityholder; (eiv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement Agreement, any of the other Transaction Documents or any other Loan Documentinstrument or document furnished pursuant hereto or thereto; and (fv) shall incur no liability under or in respect of this Agreement or any of the other Loan Document Transaction Documents by acting upon any noticenotice (including notice by telephone), consent, certificate, certificate or other instrument or writing (which may be by telecopier or telexfacsimile) believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 3 contracts
Samples: Loan and Security Agreement (Palmer Square Capital BDC Inc.), Loan and Security Agreement (Palmer Square Capital BDC Inc.), Loan and Security Agreement (Palmer Square Capital BDC Inc.)
Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable to any Purchaser for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them as Administrative Agent under or in connection with this Agreement or the other Loan Documentsany related agreement, instrument or document except for its or their own gross negligence or willful misconduct. Without limitation of the generality of limiting the foregoing, the Administrative Agent: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Administrative Agent; (b) may consult with legal counsel (including counsel for the BorrowerIssuer, the Servicer, any Managing Agent or the Trustee), independent public accountants, accountants and other experts selected by it and shall not be liable to the Purchaser for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; (cb) makes no warranty or representation to any Lender the Purchasers and shall not be responsible to any Lender the Purchasers for any statements, warranties, warranties or representations made in or in connection with this Agreement or the other Loan Documentsin connection with any related agreement, instrument or document; (dc) shall not have any duty to the Purchasers to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any other Loan Document related agreement, instrument or document on the part of the Borrower Issuer, the Trustee, the Servicer or its Subsidiaries any Purchaser or Managing Agent or to inspect the Property property (including the books and records) of the Borrower Issuer, the Trustee, the Servicer, any Purchaser or its Subsidiariesany Managing Agent; (ed) shall not be responsible to any Lender the Purchasers for the due execution, legality, validity, enforceability, genuineness, sufficiency, genuineness or sufficiency of value of this Agreement or any other Loan Documentrelated agreement, instrument or document; (e) shall not be deemed to be acting as any Purchaser’s trustee or otherwise in a fiduciary capacity hereunder or in connection with any related agreement, instrument or document; and (f) shall incur no liability to any Purchaser under or in respect of this Agreement or any other Loan Document related agreement, instrument or document by acting upon any noticenotice (including notice by telephone), consent, certificate, certificate or other instrument or writing (which may be by telecopier telex or telexfacsimile) believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 3 contracts
Samples: Note Purchase Agreement, Note Purchase Agreement (NRT Settlement Services of Missouri LLC), Note Purchase Agreement (Realogy Corp)
Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them as Administrative Agent under or in connection with this Agreement or any of the other Loan Transaction Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of limiting the foregoing, the Administrative Agent: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Administrative Agent; (bi) may consult with legal counsel (including counsel for the Borrower, the Servicer, the Originator or the Guarantors), independent public accountants, 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, accountants or experts; (cii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties, warranties or representations made in or in connection with this Agreement or the other Loan DocumentsAgreement; (diii) shall not have 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 any of the other Loan Document Transaction Documents on the part of the Borrower Borrower, the Originator, the Servicer or its Subsidiaries the Guarantors or to inspect the Property property (including the books and records) of the Borrower Borrower, the Originator, the Servicer or its Subsidiariesthe Guarantors; (eiv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement Agreement, any of the other Transaction Documents or any other Loan Documentinstrument or document furnished pursuant hereto or thereto; and (fv) shall incur no liability under or in respect of this Agreement or any of the other Loan Document Transaction Documents by acting upon any noticenotice (including notice by telephone), consent, certificate, certificate or other instrument or writing (which may be by telecopier or telexfacsimile) believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 3 contracts
Samples: Revolving Credit Agreement (NewStar Financial, Inc.), Revolving Credit Agreement (NewStar Financial, Inc.), Revolving Credit Agreement (NewStar Financial, Inc.)
Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them under or in connection with this Agreement or the other Loan DocumentsAgreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (ai) may treat the payee Lender that made any Revolving Credit Advance and Issuing Bank that issued any Letters of Credit as the holders of the Debt resulting therefrom until, in the case of any Note as the holder thereof until such Lender, the Administrative Agent receives written notice of the assignment or transfer thereof signed and accepts an Assignment and Acceptance entered into by such payee Lender, as assignor, and an Eligible Assignee, as assignee, as provided in form satisfactory to the Administrative AgentSection 8.07; (bii) may consult with legal counsel (including counsel for the BorrowerBorrowers), independent public accountants, 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, accountants or experts; (ciii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Loan DocumentsAgreement; (div) shall not have any duty to ascertain or to inquire as to the performance performance, observance or observance satisfaction of any of the terms, covenants or conditions of this Agreement or any other Loan Document Documents on the part of the any Borrower or its Subsidiaries the existence at any time of any Default or to inspect the Property property (including the books and records) of the Borrower or its Subsidiariesany Borrower; (ev) shall not be responsible to any Lender or Issuing Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement Agreement, any other Loan Document or any other Loan Documentinstrument or document furnished pursuant hereto and thereto; and (fvi) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telecopier, telegram or telex) believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 3 contracts
Samples: Subsidiary Guarantee Agreement (Rayonier Inc), Credit Agreement (Rayonier Inc), Credit Agreement (Rayonier Inc)
Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them under or in connection with this Agreement or the other Loan Documents, except for its or their own gross negligence or willful misconductmisconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). Without limitation of the generality of the foregoing, the Administrative Agent: (a) may deem and treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice and accepts an Assignment and Acceptance entered into by the Lender that is the payee of the assignment such Note, as assignor, and any permitted assignee or transfer thereof signed by such payee and transferee, as assignee, as provided in form satisfactory to the Administrative AgentSection 8.07; (b) with respect to any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is the holder of any Note, may consider as conclusive and binding any such request, authority or consent of such Person, as applicable, on any subsequent holder, transferee, assignee or endorsee, as the case may be, of such Note or of any Note or Notes issued in exchange therefore; (c) may consult with legal counsel (including counsel for the Borrowerany Loan Party), independent public accountants, 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, accountants or experts; (cd) makes no warranty or representation to any Lender Party and shall not be responsible to any Lender Party for any recitals, statements, warrantiesinformation, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Loan Documents; (de) shall not have any duty to ascertain or to inquire as to (x) the performance or observance of any of the terms, provisions, covenants or conditions of this Agreement or any other Loan Document on the part of any Loan Party, (y) the Borrower financial condition of any Loan Party or its Subsidiaries (z) the existence or possible existence of any Default; (f) shall not have any duty to inspect the Property property (including the books and records) of the Borrower or its Subsidiariesany Loan Party; (eg) shall not be responsible to any Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiencycollectability, sufficiency or value of this Agreement any Loan Document, the financial condition of the Borrower or any of its Subsidiaries or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, any Loan Document or any other Loan Documentinstrument or document furnished pursuant thereto; and (fh) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, statement, consent, certificateorder, certificate or other instrument or writing (which may be by telecopier telegram, telecopy, telex, cablegram or telexelectronic mail) or telephone message believed by it to be genuine and signed signed, sent or sent made by the proper party or parties.. 134
Appears in 3 contracts
Samples: Convertible Notes Commitment Agreement (Accuride Corp), Restructuring Support Agreement (Accuride Corp), Restructuring Support Agreement (Accuride Corp)
Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them as Administrative Agent under or in connection with this Agreement or any of the other Loan Transaction Documents, except for its or their own fraud, gross negligence or willful misconductmisconduct as determined in a final decision by a court of competent jurisdiction. Each Lender and each Secured Party hereby waives any and all claims against the Administrative Agent or any of its Affiliates for any action taken or omitted to be taken by the Administrative Agent or any of its Affiliates under or in connection with this Agreement or any of the other Transaction Documents, except for its or their own fraud, gross negligence or willful misconduct as determined in a final decision by a court of competent jurisdiction. Without limitation of the generality of limiting the foregoing, the Administrative Agent: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Administrative Agent; (bi) may consult with legal counsel (including counsel for the Borrower), independent public accountants, 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, accountants or experts; (cii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties, warranties or representations made in or in connection with this Agreement or the other Loan DocumentsAgreement; (diii) shall not have 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 any of the other Loan Document Transaction Documents on the part of the Borrower or its Subsidiaries or to inspect the Property property (including the books and records) of the Borrower or its SubsidiariesBorrower; (eiv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement Agreement, any of the other Transaction Documents or any other Loan Documentinstrument or document furnished pursuant hereto or thereto; and (fv) shall incur no liability under or in respect of this Agreement or any of the other Loan Document Transaction Documents by acting upon any noticenotice (including notice by telephone), consent, certificate, certificate or other instrument or writing (which may be by telecopier facsimile or telexemail) believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 3 contracts
Samples: Loan and Servicing Agreement (Star Mountain Lower Middle-Market Capital Corp), Loan and Servicing Agreement (Star Mountain Lower Middle-Market Capital Corp), Loan and Servicing Agreement (Star Mountain Lower Middle-Market Capital Corp)
Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them under or in connection with this Agreement or the other Loan DocumentsAgreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (ai) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice and accepts an Assignment and Acceptance entered into by the Lender which is the payee of the assignment or transfer thereof signed by such payee Note, as assignor, and an Eligible Assignee, as assignee, as provided in form satisfactory to the Administrative AgentSection 8.07; (bii) may consult with legal counsel (including counsel for the Borrower), independent public accountants, 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, accountants or experts; (ciii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Loan DocumentsAgreement; (div) shall not have 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 any other Loan Document on the part of the Borrower or its Subsidiaries or to inspect the Property property (including the books and records) of the Borrower or any of its Subsidiaries; (ev) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or any other Loan Documentinstrument or document furnished pursuant hereto; and (fvi) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier or telextelecopier) believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 3 contracts
Samples: Year Credit Agreement (Becton Dickinson & Co), Year Credit Agreement (Becton Dickinson & Co), Year Credit Agreement (Becton Dickinson & Co)
Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable to any Bank for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them under or in connection with this Agreement or the other Loan Documents, except for Documents (i) with the consent or at the request of the Required Banks or (ii) in the absence of its or their own gross negligence or willful misconductmisconduct (it being the express intention of the parties that the Administrative Agent and its directors, officers, agents and employees shall have no liability for actions and omissions under this Section 8.02 resulting from their sole ordinary or contributory negligence). Without limitation of the generality of the foregoing, the Administrative Agent: (ai) may treat the payee of any each Note as the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Administrative Agent; (bii) may consult with legal counsel (including counsel for the BorrowerBorrower or any of its Subsidiaries), independent public accountants, 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, accountants or experts; (ciii) makes no warranty or representation to any Lender Bank and shall not be responsible to any Lender Bank for any statements, warranties, warranties or representations made in or in connection with this Agreement or the other Loan Documents; (div) except as otherwise expressly provided herein, shall not have 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 any the other Loan Document on the part of the Borrower or its Subsidiaries Documents or to inspect the Property property (including the books and records) of the Borrower or and its Subsidiaries; (ev) shall not be responsible to any Lender Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or the other Loan Documents or any other Loan Documentinstrument or document furnished pursuant hereto or thereto; and (fvi) shall incur no liability under or in respect of this Agreement or any the other Loan Document Documents by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telegram, telecopier, cable or telex) reasonably believed by it to be genuine and signed or sent by the proper party or parties; and (vii) the provisions of this Section 8.02 shall survive the termination of this Agreement and/or the payment or assignment of any of the Indebtedness under this Agreement.
Appears in 3 contracts
Samples: Credit Agreement (Energy Partners LTD), Revolving Credit Agreement (Energy Partners LTD), Revolving Credit Agreement (Energy Partners LTD)
Administrative Agent’s Reliance, Etc. Neither None of the Administrative Agent nor Agent, any of its Affiliates or any of their respective directors, officers, agents, agents or employees shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it it, him, her or them under or in connection with this Agreement or the other Loan Documents, except for its to the extent such claim, damage, loss, liability or their own expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted primarily from the gross negligence or willful misconductmisconduct of such person. Without limitation of the generality of limiting the foregoing, the Administrative Agent: Agent (a) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 10.04, (b) may rely on the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory Register to the Administrative Agent; extent set forth in Section 2.05 and Section 10.04(b), (bc) may consult with legal counsel (including counsel for to the Borrower), independent public accountants, 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, accountants or experts; , (cd) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties, warranties or representations made by or on behalf of the Borrower in or in connection with this Agreement or the any other Loan Documents; Document, (de) shall not have any duty to ascertain or to inquire either as to the performance or observance of any of the termsterm, covenants covenant or conditions of this Agreement or any other Loan Document on the part of the Borrower or its Subsidiaries or to inspect the Property (including the books and records) of the Borrower or its Subsidiaries; (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, or value condition of this Agreement or any other Loan Document; , as to the financial condition of the Borrower or as to the existence or possible existence of any Default or Event of Default and (f) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which writing may be by telecopier a telecopy or telexelectronic mail) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 3 contracts
Samples: Term Loan Agreement (Howmet Aerospace Inc.), Term Loan Agreement (Howmet Aerospace Inc.), Assignment and Assumption (Alcoa Inc)
Administrative Agent’s Reliance, Etc. Neither None of the Administrative Agent nor or any of its Affiliates or any of their respective directors, officers, agents, agents or employees shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them under or in connection with this Agreement or the other Loan Documents, except for damages caused by its or their own gross negligence or willful misconduct. Without limitation of limiting the generality of the foregoing, the Administrative Agent: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form reasonably satisfactory to the Administrative Agent; (b) may consult with legal counsel (including counsel for the Borrower)counsel, independent public accountants, accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken by it in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; (c) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties, warranties or representations made in or in connection with this Agreement or the other Loan Documents; (d) shall not have 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 any the other Loan Document Documents on the part of the Borrower or its Subsidiaries any Credit Party or to inspect the Property Collateral (including the books Books and recordsRecords to the extent not prohibited by a confidentiality agreement in favor of a third party) of the Borrower or its Subsidiariesany Credit Party; (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or the other Loan Documents or any other Loan Documentinstrument or document furnished pursuant hereto or thereto; and (f) shall incur no liability under or in respect of this Agreement or any the other Loan Document Documents by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telecopy, telegram, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 3 contracts
Samples: Credit Agreement (Delta Air Lines Inc /De/), Possession Credit Agreement (Delta Air Lines Inc /De/), Possession Credit Agreement (Delta Air Lines Inc /De/)
Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents, or employees Related Parties shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OR SUCH RELATED PARTY’S OWN NEGLIGENCE) by it or them under or in connection with this Agreement or the other Loan Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Administrative Agent; (b) may consult with legal counsel (including counsel for the BorrowerBorrowers), 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; (c) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties, or representations made in or in connection with this Agreement or the other Loan Documents; (d) shall not have 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 any other Loan Document on the part of the any Borrower or its Subsidiaries any Subsidiary of a Borrower or to inspect the Property (including the books and records) of the any Borrower or its Subsidiariesany Subsidiary of a Borrower; (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, or value of this Agreement or any other Loan Document; and (f) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate, or other instrument or writing (which may be by telecopier facsimile or telex) believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 2 contracts
Samples: Credit Agreement (Contango Oil & Gas Co), Credit Agreement (Contango Oil & Gas Co)
Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents, or employees shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them under or in connection with this Agreement or the other Loan Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Administrative Agent; (b) may consult with legal counsel (including counsel for the BorrowerBorrowers), 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; (c) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties, or representations made in or in connection with this Agreement or the other Loan Documents; (d) shall not have 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 any other Loan Document on the part of the any Borrower or its Subsidiaries any Subsidiary of a Borrower or to inspect the Property (including the books and records) of the any Borrower or its Subsidiariesany Subsidiary of a Borrower; (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, or value of this Agreement or any other Loan Document; and (f) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate, or other instrument or writing (which may be by telecopier facsimile or telex) believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 2 contracts
Samples: Credit Agreement (Mariner Energy Resources, Inc.), Credit Agreement (Mariner Energy Inc)
Administrative Agent’s Reliance, Etc. Neither the Administrative Agent Agent, nor any of its directors, officers, agents, employees, or employees representatives shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them under or in connection with this Agreement or the any other Loan DocumentsPaper, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: Agent (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Administrative Agent; (b) may consult with legal counsel (including counsel for the BorrowerBorrower or any of the Restricted Subsidiaries), independent public accountants, and other experts selected by it 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; (c) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties, or representations made in or in connection with this Agreement or the any other Loan DocumentsPapers; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants covenants, or conditions of this Agreement or any other Loan Document Papers on the part of any GCI Entity or the Borrower or its Restricted Subsidiaries or to inspect the Property (including the books and records) of any GCI Entity or the Borrower or its Restricted Subsidiaries; (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, or value of this Agreement Agreement, any other Loan Papers, or any other Loan Documentinstrument or document furnished pursuant hereto; and (f) shall incur no liability under or in respect of this Agreement or any other Loan Document Papers by acting upon any notice, consent, certificate, or other instrument or writing (which may be by telecopier or telex) believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 2 contracts
Samples: Credit Agreement (General Communication Inc), Credit Agreement (General Communication Inc)
Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor ESL Investments, Inc. (“ESL”) nor any of its their respective directors, officers, agents, agents or employees shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCEincluding such Person’s own negligence) by it or them under or in connection with this Agreement or the other Loan Credit Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Administrative Agent; (b) may consult with legal counsel (including counsel for the Borrower), independent public accountants, 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, accountants or experts; (c) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties, warranties or representations made in or in connection with this Agreement or the other Loan Credit Documents; (d) shall not have 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 any other Loan Credit Document on the part of the Parent, the Borrower or its their Subsidiaries or to inspect the Property property (including the books and records) of the Borrower or its Subsidiaries; (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or any other Loan Credit Document; and (f) shall incur no liability under or in respect of this Agreement or any other Loan Credit Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier or telex) believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 2 contracts
Samples: Senior Unsecured Term Loan Agreement (Seritage Growth Properties), Senior Unsecured Term Loan Agreement (Seritage Growth Properties)
Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents, or employees shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S 'S OWN NEGLIGENCE) by it or them under or in connection with this Agreement or the other Loan Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Administrative Agent; (b) may consult with legal counsel (including counsel for the Borrower), 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; (c) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties, or representations made in or in connection with this Agreement or the other Loan Documents; (d) shall not have 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 any other Loan Document on the part of the Borrower or its Subsidiaries or to inspect the Property (including the books and records) of the Borrower or its Subsidiaries; (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, or value of this Agreement or any other Loan Document; and (f) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate, or other instrument or writing (which may be by telecopier or telex) believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 2 contracts
Samples: Credit Agreement (Mariner Energy Resources, Inc.), Credit Agreement (Mariner Energy Inc)
Administrative Agent’s Reliance, Etc. Neither the The Administrative Agent nor any of and its directors, officers, agents, agents or employees shall not be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them in good faith under or in connection with this Agreement the Transaction Documents (including, without limitation, the servicing, administering or the other Loan Documentscollecting Pool Receivables as Master Servicer pursuant to Section 8.1), except for its or their own breach of the terms of the applicable terms of the Transaction Documents or its or their own gross negligence or willful misconduct. Without limitation of limiting the generality of the foregoing, the Administrative Agent: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Administrative Agent; (b) may consult with legal counsel (including counsel for the BorrowerSeller), independent certified public accountants, 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, accountants or experts; (cb) makes no warranty or representation to the Purchasers or any Lender other holder of any interest in Pool Receivables and shall not be responsible to the Purchaser or any Lender such other holder for any statements, warranties, warranties or representations made by any Seller Party in or in connection with this Agreement or the other Loan Documentsany Transaction Document; (dc) shall not have 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 any other Loan Transaction Document on the part of the Borrower or its Subsidiaries any Seller Party or to inspect the Property property (including the books and records) of the Borrower or its Subsidiariesany Seller Party; (ed) shall not be responsible to the Purchaser or any Lender other holder of any interest in Pool Receivables for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or any other Loan Transaction Document; and (fe) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any noticenotice (including notice by telephone where permitted herein), consent, certificate, certificate or other instrument or writing (which may be by telecopier facsimile or telex) in good faith believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 2 contracts
Samples: Receivables Purchase Agreement (Lennox International Inc), Receivables Purchase Agreement (Lennox International Inc)
Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable to any Purchaser for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them as Administrative Agent under or in connection with this Agreement or the other Loan Documentsany related agreement, instrument or document except for its or their own gross negligence or willful misconduct. Without limitation of the generality of limiting the foregoing, the Administrative Agent: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Administrative Agent; (b) may consult with legal counsel (including counsel for the BorrowerIssuer, the Servicer, any Managing Agent or the Indenture Trustee), independent public accountants, accountants and other experts selected by it and shall not be liable to the Purchaser for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; (cb) makes no warranty or representation to any Lender the Purchasers and shall not be responsible to any Lender the Purchasers for any statements, warranties, warranties or representations made in or in connection with this Agreement or the other Loan Documentsin connection with any related agreement, instrument or document; (dc) shall not have 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 any other Loan Document related agreement, instrument or document on the part of the Borrower Issuer, the Indenture Trustee, the Servicer or its Subsidiaries any Purchaser or Managing Agent or to inspect the Property property (including the books and records) of the Borrower Issuer, the Indenture Trustee, the Servicer, any Purchaser or its Subsidiariesany Managing Agent; (ed) shall not be responsible to any Lender the Purchasers for the due execution, legality, validity, enforceability, genuineness, sufficiency, genuineness or sufficiency of value of this Agreement or any other Loan Documentrelated agreement, instrument or document; (e) shall not be deemed to be acting as any Purchaser’s trustee or otherwise in a fiduciary capacity hereunder or in connection with any related agreement, instrument or document; and (f) shall incur no liability to any Purchaser under or in respect of this Agreement or any other Loan Document related agreement, instrument or document by acting upon any noticenotice (including notice by telephone), consent, certificate, certificate or other instrument or writing (which may be by telecopier telex or telexfacsimile) believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 2 contracts
Samples: Note Purchase Agreement (Realogy Corp), Note Purchase Agreement (NRT Settlement Services of Missouri LLC)
Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them under or in connection with this Agreement or the other Loan Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (ai) may treat the payee of Lender that made any Note Advance as the holder thereof of the Indebtedness resulting therefrom until the Administrative Agent receives written notice of the assignment or transfer thereof signed and accepts an Assignment and Acceptance entered into by such payee Lender, as assignor, and an Eligible Assignee, as assignee, as provided in form satisfactory to the Administrative AgentSection 9.07; (bii) may consult with legal counsel (including counsel for the BorrowerBorrowers), independent public accountants, 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, accountants or experts; (ciii) makes no warranty or representation to any Lender or Issuing Lender and shall not be responsible to any Lender or Issuing Lender for any statements, warranties, warranties or representations (whether written or oral) made in or in connection with this Agreement or any of the other Loan Documents; (div) shall not have any duty to ascertain or to inquire as to the performance performance, observance or observance satisfaction of any of the terms, covenants or conditions of this Agreement or any of the other Loan Document Documents on the part of the any Borrower or its Subsidiaries the existence at any time of any Default or to inspect the Property property (including the books and records) of the Borrower or its Subsidiariesany Borrower; (ev) shall not be responsible to any Lender or Issuing Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or any of the other Loan DocumentDocuments or any other instrument or document furnished pursuant hereto or thereto; and (fvi) shall incur no liability under or in respect of this Agreement or any of the other Loan Document Documents by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier or telextelegram) believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 2 contracts
Samples: Credit Agreement (PPG Industries Inc), Credit Agreement (PPG Industries Inc)
Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable to any of the Banks for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them under or in connection with this Agreement or the other Loan Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Administrative Agent; (bi) may consult with legal counsel (including counsel for the Borrower), independent public accountants, accountants and other experts selected by it and shall not be liable to the Banks for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; (cii) makes no warranty or representation to any Lender Bank and shall not be responsible to any Lender Bank for any statements, warranties, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Loan Documents; (diii) shall not have 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 any the other Loan Document Documents on the part of the Borrower or its Subsidiaries the Guarantor or to inspect the Property property (including the books and records) of the Borrower or the Guarantor or any of their Subsidiaries, and shall not be deemed to have knowledge or notice of any Default or Event of Default unless and until it shall have received, at its Subsidiariesoffice specified in §22, a notice describing the same and entitled “Notice of Default”; (eiv) shall not be responsible to any Lender Bank for the due executionexecution (other than its own), legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or any other Loan Documentrelated agreement, instrument or document furnished pursuant hereto; and (fv) shall incur no liability to the Banks under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telecopier, telegram, cable or telex) reasonably believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Waste Management Inc), Revolving Credit Agreement (Waste Management Inc)
Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them under or in connection with this Agreement or the other any Loan DocumentsDocument, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (ai) may treat the payee of any Note each Lender party hereto as the holder thereof a “Lender” hereunder and for all purposes hereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed and accepts an Assignment and Assumption entered into by such payee Lender, as assignor, and an assignee, as provided in form satisfactory to the Administrative AgentSection 10.07; (bii) may consult with legal counsel (including counsel for the BorrowerBorrower(s)), independent public accountants, 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, accountants or experts; (ciii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for the Information Memorandum or any other statements, warranties, warranties or representations made in or in connection with this Agreement or the other any Loan DocumentsDocument; (div) shall not have 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 any other Loan Document on the part of the any Borrower to be performed or its Subsidiaries observed, or to inspect the Property any property (including the books and records) of the Borrower or its Subsidiariesany Borrower; (ev) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement any Loan Document or any other Loan Documentinstrument or document furnished pursuant hereto; and (fvi) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier or telexfacsimile) believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 2 contracts
Samples: Credit Agreement (Public Service Co of New Hampshire), Credit Agreement
Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents, or employees shall be liable to any Bank for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them under or in connection with this Agreement or Agreement, the Notes and the other Loan Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (a) may treat the payee original or any successor holder of any Note as the holder thereof until the Administrative Agent receives written notice from the Bank which is the payee of such Note concerning the assignment or transfer thereof signed by of such payee and in form satisfactory to the Administrative AgentNote; (b) may employ and consult with legal counsel (including counsel for the Borrower), independent public accountants, and other experts selected by it and shall not be liable to any Bank for any action taken taken, or omitted to be taken taken, in good faith by it or them in accordance with the advice of such counsel, accountants, or experts received in such consultations and shall not be liable for any negligence or misconduct of any such counsel, accountants, or other experts; (c) makes no warranty or representation to any Lender Bank and shall not be responsible to any Lender Bank for any opinions, certifications, statements, warranties, or representations made in or in connection with this Agreement or the other Loan DocumentsAgreement; (d) shall not have any duty to any Bank to ascertain or to inquire as to the performance or observance of any of the terms, covenants covenants, or conditions of this Agreement or any other instrument or document furnished pursuant thereto or to satisfy itself that all conditions to and requirements for any Loan Document on the part of have been met or that the Borrower or its Subsidiaries is entitled to any Loan or to inspect the Property property (including the books and records) of the Borrower or its Subsidiariesany Subsidiary; (e) shall not be responsible to any Lender Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency, or value of this Agreement or any other Loan Documentinstrument or document furnished pursuant thereto; and (f) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate, or NEWY1\8114089.7 other instrument or writing (which may be by telecopier or telex) believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 2 contracts
Samples: Credit Agreement (Southern Union Co), Credit Agreement (Panhandle Eastern Pipe Line Co Lp)
Administrative Agent’s Reliance, Etc. Neither the Administrative any Agent nor any of its directors, officers, agents, agents or employees shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them under or in connection with this Agreement or the other Loan DocumentsAgreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative each Agent: (ai) may treat the payee of any Note as the holder thereof until until, in the case of the Administrative Agent, the Administrative Agent receives written 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, or, in the case of any other Agent, such Agent has received notice of the assignment or transfer thereof signed by such payee and in form satisfactory to from the Administrative AgentAgent that it has received and accepted such Assignment and Acceptance, in each case as provided in Section 8.07; (bii) may consult with legal counsel (including counsel for the Borrower), independent public accountants, 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, accountants or experts; (ciii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Loan DocumentsAgreement; (div) shall not have 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 any other Loan Document on the part of the Borrower or its Subsidiaries or to inspect the Property property (including the books and records) of the Borrower or its SubsidiariesBorrower; (ev) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or any other Loan Documentinstrument or document furnished pursuant hereto; and (fvi) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telecopier, telegram or telex) believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 2 contracts
Samples: Credit Agreement (360 Communications Co), Credit Agreement (360 Communications Co)
Administrative Agent’s Reliance, Etc. Neither Notwithstanding any other provisions of this Agreement, any other Loan Documents or the Other Related Documents, neither the Administrative Agent nor any of its directors, officers, agents, employees or employees counsel shall be liable for any action taken or omitted to be not taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them under or in connection with this Agreement or the any other Loan DocumentsDocument, except for its ws4E6.tmp 31 or their own gross negligence or willful misconductmisconduct in connection with its duties expressly set forth herein or therein. Without limitation of limiting the generality of the foregoing, the Administrative Agent: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Administrative Agent; (b) may consult with legal counsel (including its own counsel or counsel for the BorrowerBorrower or any other Loan Party), independent public accountants, 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, accountants or experts; . Neither the Administrative Agent nor any of its directors, officers, agents, employees or counsel: (ca) makes no any warranty or representation to any Lender or any other Person and shall not be responsible to any Lender or any other Person for any statementsstatement, warrantieswarranty or representation made or deemed made by the Borrower, any other Loan Party or representations made any other Person in or in connection with this Agreement or the any other Loan DocumentsDocument; (db) shall not have 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 any other Loan Document or the satisfaction of any conditions precedent under this Agreement or any Loan Document on the part of the Borrower or its Subsidiaries other Persons or to inspect the Property (including the property, books and records) or records of the Borrower or its Subsidiariesany other Person; (ec) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or any other Loan Document, any other instrument or document furnished pursuant thereto or any Collateral covered thereby or the perfection or priority of any Lien in favor of the Administrative Agent on behalf of the Lenders in any such Collateral; (d) shall have any liability in respect of any recitals, statements, certifications, representations or warranties contained in any of the Loan Documents or Other Related Documents or any other document, instrument, agreement, certificate or statement delivered in connection therewith; and (fe) shall incur no any liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telephone, telecopy or telexelectronic mail) believed by it to be genuine and signed signed, sent or sent given by the proper party or parties. The Administrative Agent may execute any of its duties under the Loan Documents or Other Related Documents by or through agents, employees or attorneys-in-fact and shall not be responsible for the negligence or misconduct of any agent or attorney-in-fact that it selects in the absence of gross negligence or willful misconduct.
Appears in 2 contracts
Samples: Loan Agreement (CBL & Associates Properties Inc), Loan Agreement (CBL & Associates Properties Inc)
Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them as Administrative Agent under or in connection with this Agreement or any of the other Loan Transaction Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of limiting the foregoing, the Administrative Agent: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Administrative Agent; (bi) may consult with legal counsel (including counsel for the BorrowerSeller or the Originator), independent public accountants, 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, accountants or experts; (cii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties, warranties or representations made in or in connection with this Agreement or the other Loan DocumentsAgreement; (diii) shall not have 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 any of the other Loan Document Transaction Documents on the part of the Borrower Seller, the Originator, the Depositor or its Subsidiaries the Servicer or to inspect the Property property (including the books and records) of the Borrower Seller, the Originator, the Depositor or its Subsidiariesthe Servicer; (eiv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement Agreement, any of the other Transaction Documents or any other Loan Documentinstrument or document furnished pursuant hereto or thereto; and (fv) shall incur no liability under or in respect of this Agreement or any of the other Loan Document Transaction Documents by acting upon any noticenotice (including notice by telephone), consent, certificate, consent certificate or other instrument or writing (which may be by telecopier or telex) believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 2 contracts
Samples: Sale and Servicing Agreement (MCG Capital Corp), Sale and Servicing Agreement (MCG Capital Corp)
Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its respective directors, officers, agents, agents or employees shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them under or in connection with this Agreement or the other Loan Credit Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Administrative Agent; (b) may consult with legal counsel (including counsel for the Borrower), independent public accountants, 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, accountants or experts; (c) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties, warranties or representations made in or in connection with this Agreement or the other Loan Credit Documents; (d) shall not have 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 any other Loan Credit Document on the part of the Borrower or its Subsidiaries or to inspect the Property property (including the books and records) of the Borrower or its Subsidiaries; (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or any other Loan Credit Document; and (f) shall incur no liability under or in respect of this Agreement or any other Loan Credit Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telecopier, telegram, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 2 contracts
Samples: 364 Day Credit Agreement (National Oilwell Varco Inc), Year Credit Agreement (National Oilwell Varco Inc)
Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its Affiliates nor any of their respective directors, officers, agents, agents or employees shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them under or in connection with this Agreement or the other Loan Documents, except for damages caused by its or their own gross negligence or willful misconduct. Without limitation of limiting the generality of the foregoing, the Administrative Agent: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form reasonably satisfactory to the Administrative Agent; , (b) may consult with legal counsel (including counsel for the Borrower)counsel, independent public accountants, accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken by it in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; , (c) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties, warranties or representations made in or in connection with this Agreement or the other Loan Documents; , (d) shall not have 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 any the other Loan Document Documents on the part of the Borrower any Credit Party or its Subsidiaries or to inspect the Property Collateral (including the books and records) of any Credit Party (other than the Borrower or its Subsidiaries; satisfaction on the Closing Date of the conditions set forth in Section 2.1), (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or the other Loan Documents or any other Loan Document; instrument or document furnished pursuant hereto or thereto and (f) shall incur no liability under or in respect of this Agreement or any the other Loan Document Documents by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telecopy, telegram, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 2 contracts
Samples: Credit Agreement (Kmart Holding Corp), Credit Agreement (Kmart Holding Corp)
Administrative Agent’s Reliance, Etc. Neither the Administrative Agent Agent, nor any of its Affiliates or any of the respective directors, officers, agents, agents or employees of the Administrative Agent or any such Affiliate shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it it, him, her or them under or in connection with this Agreement or the other Loan Documents, except for its its, his, her or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: Agent (ai) may treat the payee of any Note as the holder thereof until such note has been assigned in accordance with Section 10.7; (ii) may rely on the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory Register to the Administrative Agentextent set forth in Section 10.7(c); (biii) may consult with legal counsel (including including, without limitation, counsel for to the BorrowerBorrower or any other Loan Party), independent public accountants, 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, accountants or experts; (civ) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties, warranties or representations made in or in connection with this Agreement or any of the other Loan Documents; (dv) shall not have 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 any of the other Loan Document Documents on the part of the Borrower or its Subsidiaries any other Loan Party or to inspect the Property property (including including, without limitation, the books and records) of the Borrower or its Subsidiariesany other Loan Party; (evi) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or any of the other Loan DocumentDocuments or any other instrument or document furnished pursuant hereto or thereto; and (fvii) shall incur no liability under or in respect of this Agreement or any of the other Loan Document Documents by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telegram, cable, telex or telexfacsimile transmission) believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Felcor Suite Hotels Inc), Loan Agreement (Felcor Lodging Trust Inc)
Administrative Agent’s Reliance, Etc. Neither the ------------------------------------ Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them under or in connection with this Agreement or the other Loan DocumentsAgreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (ai) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice and accepts an Assignment and Acceptance entered into by the Lender that is the payee of the assignment or transfer thereof signed by such payee Note, as assignor, and an Eligible Assignee, as assignee, as provided in form satisfactory to the Administrative AgentSection 9.07; (bii) may consult with legal counsel (including counsel for the BorrowerBorrowers), independent public accountants, 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, accountants or experts; (ciii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Loan DocumentsAgreement; (div) shall not have 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 any other Loan Document on the part of the Borrower or its Subsidiaries Borrowers or to inspect the Property property (including the books and records) of the Borrower or its SubsidiariesBorrowers; (ev) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or any other Loan Documentinstrument or document furnished pursuant hereto; and (fvi) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telecopier, telegram or telex) reasonably believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 2 contracts
Samples: Year Credit Agreement (Sprint Corp), Day Credit Agreement (Sprint Corp)
Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable to any Lender for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them under or in connection with this Agreement or the other Loan DocumentsAgreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (ai) may treat the payee Lender which made any Advance (or purchased or funded a participation with respect to a Letter of any Note Credit) as the holder thereof of the Debt resulting therefrom until the Administrative Agent receives written notice of and accepts an Assumption Agreement entered into by an Assuming Lender as provided in Section 2.19 or 2.20, as the assignment case may be, or transfer thereof signed an Assignment and Acceptance entered into by such payee Lender, as assignor, and an Eligible Assignee, as assignee, as provided in form satisfactory to the Administrative AgentSection 9.07; (bii) may consult with legal counsel (including counsel for the Borrower), independent public accountants, 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, accountants or experts; (ciii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Loan DocumentsAgreement; (div) shall not have 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 any other Loan Document on the part of the Borrower or its Subsidiaries or to inspect the Property property (including the books and records) of the Borrower or its SubsidiariesBorrower; (ev) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or any other Loan Documentinstrument or document furnished pursuant hereto; and (fvi) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier or telextelecopier) believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 2 contracts
Samples: Credit Agreement (Walt Disney Co/), Credit Agreement (Walt Disney Co/)
Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its Affiliates nor any of their respective directors, officers, agents, agents or employees shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them under or in connection with this Agreement or the other Loan Documents, except for damages caused by its or their own gross negligence or willful misconduct. Without limitation of limiting the generality of the foregoing, the Administrative Agent: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form reasonably satisfactory to the Administrative Agent; (b) may consult with legal counsel (including counsel for the Borrower)counsel, independent public accountants, accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken by it in good faith by it in accordance with the advice of such counsel, accountants, accountants or experts; (c) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties, warranties or representations made in or in connection with this Agreement or the other Loan Documents; (d) shall not have 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 any the other Loan Document Documents on the part of the Borrower or its Subsidiaries any Loan Party or to inspect the Property Collateral (including the books and records) of the Borrower or its Subsidiariesany Loan Party; (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or the other Loan Documents or any other Loan Documentinstrument or document furnished pursuant hereto or thereto; and (f) shall incur no liability under or in respect of this Agreement or any the other Loan Document Documents by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telecopy, telegram, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 2 contracts
Samples: Credit Agreement (Centerplate, Inc.), Credit Agreement (Centerplate, Inc.)
Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them under or in connection with this Agreement or the other Loan DocumentsAgreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (ai) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice and accepts an Assignment and Acceptance entered into by the Lender which is the payee of the assignment or transfer thereof signed by such payee Note, as assignor, and an Eligible Assignee, as assignee, as provided in form satisfactory to the Administrative AgentSection 9.07; (bii) may consult with legal counsel (including counsel for the BorrowerBorrowers and Parent), independent public accountants, 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, accountants or experts; (ciii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Loan DocumentsAgreement; (div) shall not have 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 any other Loan Document on the part of the Borrower or its Subsidiaries Borrowers and Parent or to inspect the Property property (including the books and records) of the Borrower Borrowers or its SubsidiariesParent; (ev) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or any other Loan Documentinstrument or document furnished pursuant hereto; and (fvi) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier facsimile, electronic mail, telegram, telecopy, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 2 contracts
Samples: Credit Agreement (Burlington Resources Inc), Credit Agreement (Burlington Resources Inc)
Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents, or employees shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S 'S OWN NEGLIGENCE) by it or them under or in connection with this Agreement or the other Loan Credit Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Administrative Agent; (b) may consult with legal counsel (including counsel for the Borrower), 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; (c) makes no warranty or representation to any Lender Bank and shall not be responsible to any Lender Bank for any statements, warranties, or representations made in or in connection with this Agreement or the other Loan Credit Documents; (d) shall not have 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 any other Loan Credit Document on the part of the Borrower or its Subsidiaries the Guarantors or to inspect the Property property (including the books and records) of the Borrower or its Subsidiariesthe Guarantors; (e) shall not be responsible to any Lender Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency, or value of this Agreement or any other Loan Credit Document; and (f) shall incur no liability under or in respect of this Agreement or any other Loan Credit Document by acting upon any notice, consent, certificate, or other instrument or writing (which may be by telecopier facsimile, telecopier, or telex) believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 2 contracts
Samples: Credit Agreement (Holly Energy Partners Lp), Credit Agreement (Holly Energy Partners Lp)
Administrative Agent’s Reliance, Etc. Neither None of the Administrative Agent nor Agent, any of its Affiliates or any of their respective directors, officers, agents, agents or employees shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it it, him, her or them under or in connection with this Agreement or the other Loan Documents, except for its its, his, her or their own gross negligence or willful misconduct. Without limitation of the generality of limiting the foregoing, the Administrative Agent: Agent (a) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 10.2 (Assignments and Participations), (b) may rely on the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory Register to the Administrative Agent; extent set forth in Section 2.6 (bEvidence of Debt), (c) may consult with legal counsel (including counsel for to the BorrowerBorrowers or any other Loan Party), independent public accountants, 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, accountants or experts; , (cd) makes no warranty or representation to any Lender or Issuer and shall not be responsible to any Lender or Issuer for any statements, warranties, warranties or representations made by or on behalf of the MLP, the Borrowers or any of the Borrowers’ Subsidiaries in or in connection with this Agreement or the any other Loan Documents; Document, (de) shall not have any duty to ascertain or to inquire either as to the performance or observance of any of the termsterm, covenants covenant or conditions condition of this Agreement or any other Loan Document on Document, as to the part financial condition of any Loan Party or as to the Borrower existence or its Subsidiaries possible existence of any Default or to inspect the Property Event of Default, (including the books and records) of the Borrower or its Subsidiaries; (ef) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiencysufficiency or value of, or value the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement Agreement, any other Loan Document or any other Loan Document; instrument or document furnished pursuant hereto or thereto and (fg) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which writing may be by telecopier a telecopy or telexelectronic mail) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 2 contracts
Samples: Revolving Credit Agreement, Revolving Credit Agreement (Boardwalk Pipeline Partners, LP)
Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them under or in connection with this Agreement or the other Loan DocumentsAgreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (ai) may treat the payee of any Note promissory note delivered pursuant to Section 2.01(b) as the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form reasonably satisfactory to the Administrative Agent; (bii) may consult with legal counsel (including counsel for the Borrower), independent public accountants, 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, accountants or experts; (ciii) makes no warranty or representation to any Lender Bank and shall not be responsible to any Lender Bank for any statements, warranties, warranties or representations made in or in connection with this Agreement or the other Loan DocumentsAgreement; (div) shall not have 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 any other Loan Document on the part of the Borrower or its Subsidiaries or to inspect the Property property (including the books and records) of the Borrower or any of its Subsidiariessubsidiaries; (ev) shall not be responsible to any Lender Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or any other Loan Documentinstrument or document furnished pursuant hereto; and (fvi) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telecopier, telegram, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 2 contracts
Samples: Credit Agreement (Uil Holdings Corp), Credit Agreement (Uil Holdings Corp)
Administrative Agent’s Reliance, Etc. Neither the ------------------------------------ Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them under or in connection with this Agreement or the other Loan DocumentsAgreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (ai) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice and accepts an Assignment and Acceptance entered into by the Lender which is the payee of the assignment or transfer thereof signed by such payee Note, as assignor, and an Eligible Assignee, as assignee, as provided in form satisfactory to the Administrative AgentSection 8.07; (bii) may consult with legal counsel (including counsel for the Borrower), independent public accountants, 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, accountants or experts; (ciii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Loan DocumentsAgreement; (div) shall not have 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 any other Loan Document on the part of the Borrower or its Subsidiaries or to inspect the Property property (including the books and records) of the Borrower or its SubsidiariesBorrower; (ev) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or any other Loan Documentinstrument or document furnished pursuant hereto; and (fvi) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telecopier, telegram, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 2 contracts
Samples: Day Credit Agreement (Cytec Industries Inc/De/), Day Credit Agreement (Cytec Industries Inc/De/)
Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them under or in connection with this Agreement or the other Loan DocumentsAgreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (ai) may treat a Bank as the obligee of any Advance or, if applicable, the payee of any Note as the holder thereof until the Administrative Agent receives written notice and accepts a Transfer Agreement executed by the Borrower (if required pursuant to Section 8.6), the Bank which is the assignor Bank, and the assignee in accordance with the last sentence of the assignment or transfer thereof signed by such payee and in form satisfactory to the Administrative AgentSection 8.6(a); (bii) may consult with legal counsel (including counsel for the Borrower), independent public accountants, 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, accountants or experts; (ciii) makes no warranty or representation to any Lender Bank and shall not be responsible to any Lender Bank for any statements, warranties, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Loan DocumentsAgreement; (div) shall not have 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 any other Loan Document on the part of the Borrower or its Subsidiaries or to inspect the Property property (including the books and records) of the Borrower or its SubsidiariesBorrower; (ev) shall not be responsible to any Lender Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or any other Loan Documentinstrument or document furnished pursuant hereto (including a Note requested by a Bank, delivered to a Bank pursuant to Section 8.6 or otherwise held by a Bank); and (fvi) shall incur no liability under or in respect of any, Note or this Agreement or any other Loan Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telecopier, telegram, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 2 contracts
Samples: Credit Agreement (Williams Companies Inc), Credit Agreement (Williams Companies Inc)
Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them under or in connection with this Agreement or the other Loan DocumentsAgreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (ai) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice and accepts an Assignment and Acceptance entered into by the Lender which is the payee of the assignment or transfer thereof signed by such payee Note, as assignor, and an Eligible Assignee, as assignee, as provided in form satisfactory to the Administrative AgentSection 8.07; (bii) may consult with legal counsel (including counsel for the BorrowerCompany), independent public accountants, 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, accountants or experts; (ciii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties, warranties or representations made in or in connection with this Agreement or the other Loan DocumentsAgreement; (div) shall not have 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 any other Loan Document on the part of the Borrower or its Subsidiaries Company or to inspect the Property property (including the books and records) of the Borrower or its SubsidiariesCompany; (ev) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or any other Loan Documentinstrument or document furnished pursuant hereto; and (fvi) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telegram, telecopy, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Progress Energy Inc), Revolving Credit Agreement (Progress Energy Inc)
Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents, or employees shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S 'S OWN NEGLIGENCE) by it or them under or in connection with this Agreement or the other Loan Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Administrative Agent; (b) may consult with legal counsel (including counsel for the Borrower), 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; (c) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties, or representations made in or in connection with this Agreement or the other Loan Documents; (d) shall not have 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 any other Loan Document on the part of the Borrower or its Subsidiaries or to inspect the Property (including the books and records) of the Borrower or its Subsidiaries; (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, or value of this Agreement or any other Loan Document; and (f) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate, or other instrument or writing (which may be by telecopier or telextelecopier) believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 2 contracts
Samples: Credit Agreement (Alta Mesa Holdings, LP), Credit Agreement (Alta Mesa Holdings, LP)
Administrative Agent’s Reliance, Etc. Neither the Administrative Agent Agent, the L/C Issuers nor any of its their directors, officers, agents, agents or employees shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them under or in connection with this Agreement or the other Loan Documentsany Operative Document, except for its or their own gross negligence or willful misconductmisconduct as finally determined by a court of competent jurisdiction. Without limitation of limiting the generality of the foregoing, the Administrative Agent: (a) may treat the payee each of any Note as the holder thereof until the Administrative Agent receives written notice of and the assignment or transfer thereof signed by such payee and in form satisfactory to the Administrative Agent; L/C Issuers: (bi) may consult with legal counsel (including counsel for the BorrowerCompany), independent public accountants, 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, accountants or experts; (cii) makes no warranty or representation representations to any Lender Bank and shall not be responsible to any Lender Bank for any statements, warranties, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Loan any Operative Documents; (diii) shall not have 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 any other Loan Operative Document on the part of the Borrower or its Subsidiaries Company or to inspect the Property property (including the books and records) of the Borrower or its SubsidiariesCompany; (eiv) shall not be responsible to any Lender Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or any Operative Document or any other Loan Documentinstrument or document furnished pursuant hereto or thereto; and (fv) shall incur no liability under or in respect of this Agreement or any other Loan Operative Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier or telextelegram) believed by it to be genuine and signed or sent by the proper party or parties. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any Operative Document, the Administrative Agent shall have no duties or responsibilities, except those expressly set forth herein, nor shall the Administrative Agent have or be deemed to have any fiduciary relationship with any Bank and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any Operative Document or otherwise exist against the Administrative Agent.
Appears in 2 contracts
Samples: Credit and Reimbursement Agreement, Letter of Credit and Reimbursement Agreement (Commonwealth Edison Co)
Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them the Administrative Agent under or in connection with this Agreement (including, without limitation, the servicing, administering or the other Loan Documentscollecting Pool Receivables as Servicer pursuant to Section 8.01), except for its or their own gross negligence or willful misconduct. Without limitation of limiting the generality of the foregoing, the Administrative Agent: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Administrative Agent; (b) may consult with legal counsel (including counsel for the BorrowerSeller), independent certified public accountants, 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, accountants or experts; (cb) makes no warranty or representation to any Lender Purchaser or any other holder of any interest in Pool Receivables and shall not be responsible to any Lender Purchaser or any such other holder for any statements, warranties, warranties or representations made in or in connection with this Agreement or the any other Loan DocumentsAgreement Document; (dc) shall not have 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 any other Loan Document on the part of the Borrower or its Subsidiaries any SCI Party or to inspect the Property property (including the books and records) of the Borrower or its Subsidiariesany SCI Party; (ed) shall not be responsible to any Lender Purchaser or any other holder of any interest in Pool Receivables for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or any other Loan Agreement Document; and (fe) shall incur no liability under or in respect of this Agreement or any other Loan Agreement Document by acting upon any noticenotice (including notice by telephone), consent, certificate, certificate or other instrument or writing (which may be by telecopier facsimile or telex) believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 2 contracts
Samples: Receivables Purchase Agreement (Sci Systems Inc), Receivables Purchase Agreement (Sanmina-Sci Corp)
Administrative Agent’s Reliance, Etc. Neither the Administrative Agent Agent, nor any of its Affiliates or any of the respective directors, officers, agents, agents or employees of the Administrative Agent or any such Affiliate shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it it, him, her or them under or in connection with this Agreement or the other Loan Documents, except for its its, his, her or their own gross negligence or willful wilful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: Agent (ai) may treat the payee of any Note as the holder thereof until such note has been assigned in accordance with Section 10.7; (ii) may rely on the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory Register to the Administrative Agentextent set forth in Section 10.7(c); (biii) may consult with legal counsel (including including, without limitation, counsel for to the BorrowerBorrower or any other Loan Party), independent public accountants, 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, accountants or experts; (civ) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties, warranties or representations made in or in connection with this Agreement or any of the other Loan Documents; (dv) shall not have 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 any of the other Loan Document Documents on the part of the Borrower or its Subsidiaries any other Loan Party or to inspect the Property property (including including, without limitation, the books and records) of the Borrower or its Subsidiariesany other Loan Party; (evi) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or any of the other Loan DocumentDocuments or any other instrument or document furnished pursuant hereto or thereto; and (fvii) shall incur no liability under or in respect of this Agreement or any of the other Loan Document Documents by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telegram, cable, telex or telexfacsimile transmission) believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 2 contracts
Samples: Credit Agreement (Felcor Lodging Trust Inc), Revolving Credit Agreement (Felcor/Lax Holdings Lp)
Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents, or employees shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them under or in connection with this Agreement or the other Loan Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form and substance satisfactory to the Administrative Agent; (b) may consult with legal counsel (including counsel for the Borrower), 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; (c) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties, or representations made in or in connection with this Agreement or the other Loan Documents; (d) shall not have 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 any other Loan Document on the part of the Borrower or its Subsidiaries or to inspect the Property (including the books and records) of the Borrower or its Subsidiaries; (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, or value of this Agreement or any other Loan Document; and (f) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate, or other instrument or writing (which may be by telecopier or telexfacsimile) believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 1 contract
Samples: Credit Agreement (Trans Energy Inc)
Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents, or employees shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S 'S OWN NEGLIGENCE) by it or them under or in connection with this Agreement or the other Loan Credit Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Administrative Agent; (b) may consult with legal counsel (including counsel for the Borrower), 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; (c) makes no warranty or representation to any Lender Bank and shall not be responsible to any Lender Bank for any statements, warranties, or representations made in or in connection with this Agreement or the other Loan Credit Documents; (d) shall not have 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 any other Loan Credit Document on the part of the Borrower or its Subsidiaries the Guarantors or to inspect the Property property (including the books and records) of the Borrower or its Subsidiariesthe Guarantors; (e) shall not be responsible to any Lender Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency, or value of this Agreement or any other Loan Credit Document; and (f) shall incur no liability under or in respect of this Agreement or any other Loan Credit Document by acting upon any notice, consent, certificate, or other instrument or writing (which may be by telecopier or telex) believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 1 contract
Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its Affiliates nor any of their respective directors, officers, agents, agents or employees shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them under or in connection with this Agreement 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: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Administrative Agent; (b) may consult with legal counsel (including counsel for the Borrower)counsel, independent public accountants, 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, accountants or experts; (c) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties, warranties or representations made in or in connection with this Agreement or the other Loan Documents; (d) shall not have 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 any the other Loan Document Documents on the part of the Borrower or its Subsidiaries Borrowers or to inspect the Property Collateral (including the books and records) of the Borrower or its SubsidiariesBorrowers; (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or the other Loan Documents or any other Loan Documentinstrument or document furnished pursuant hereto or thereto; and (f) shall incur no liability under or in respect of this Agreement or any the other Loan Document Documents by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telecopy, telegram, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 1 contract
Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them under or in connection with this Agreement or the other Loan DocumentsAgreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Administrative Agent; (b) may consult with legal counsel (including counsel for the BorrowerCompany), independent public accountants, 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, accountants or experts; (c) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties, warranties or representations made in or in connection with this Agreement or the other Loan DocumentsAgreement; (d) shall not have 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 any other Loan Document on the part of the Borrower Company or its Subsidiaries any other TiVo Party or to inspect the Property property (including the books and records) of the Borrower Company or its Subsidiariesany other TiVo Party; (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or any other Loan Documentinstrument or document furnished pursuant hereto; and (f) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telegram, telecopy or telex) believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 1 contract
Samples: Credit Agreement (Tivo Inc)
Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable to any Person for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them as Administrative Agent under or in connection with this Agreement or any of the other Loan DocumentsPrincipal Agreements, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of limiting the foregoing, the Administrative Agent: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Administrative Agent; (bi) may consult with legal counsel (including counsel for the Borrower)counsel, independent public accountants, 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, accountants or experts; (cii) makes no warranty or representation to any Lender Conduit Purchaser or any Committed Purchaser and shall not be responsible to any Lender Conduit Purchaser or any Committed Purchaser for any statements, warranties, warranties or representations made in or in connection with this Agreement or the other Loan DocumentsAgreement; (diii) shall not have 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 any of the other Loan Document Principal Agreements on the part of the Borrower Seller or its Subsidiaries Servicer or to inspect the Property property (including the books and records) of the Borrower Seller or its SubsidiariesServicer; (eiv) shall not be responsible to any Lender Conduit Purchaser or any Committed Purchaser for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement Agreement, any of the other Principal Agreements or any other Loan Documentinstrument or document furnished pursuant hereto or thereto; and (fv) shall incur no liability under or in respect of this Agreement or any of the other Loan Document Principal Agreements by acting upon any noticenotice (including notice by telephone), consent, certificate, certificate or other instrument or writing (which may be by telecopier or telex) believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 1 contract
Samples: Mortgage Loan Purchase and Sale Agreement (American Home Mortgage Investment Corp)
Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them as Administrative Agent under or in connection with this Agreement or any of the other Loan Transaction Documents, except for its or their own gross negligence or willful misconduct. Each Secured Party hereby waives any and all claims against the Administrative Agent or any of its Affiliates for any action taken or omitted to be taken by the Administrative Agent or any of its Affiliates under or in connection with this Agreement or any of the other Transaction Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of limiting the foregoing, the Administrative Agent: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Administrative Agent; (bi) may consult with legal counsel (including counsel for the BorrowerBorrower or the Transferor), independent public accountants, 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, accountants or experts; (cii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties, warranties or representations made in or in connection with this Agreement or the other Loan DocumentsAgreement; (diii) shall not have 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 any of the other Loan Document Transaction Documents on the part of the Borrower Borrower, the Transferor, or its Subsidiaries the Servicer or to inspect the Property property (including the books and records) of the Borrower Borrower, the Transferor, or its Subsidiariesthe Servicer; (eiv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement Agreement, any of the other Transaction Documents or any other Loan Documentinstrument or document furnished pursuant hereto or thereto; and (fv) shall incur no liability under or in respect of this Agreement or any of the other Loan Document Transaction Documents by acting upon any noticenotice (including notice by telephone), consent, certificate, certificate or other instrument or writing (which may be by telecopier or telexfacsimile) believed by it to be genuine and signed or sent by the proper party or parties.. 119
Appears in 1 contract
Samples: Loan and Servicing Agreement (Golub Capital BDC, Inc.)
Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them under or in connection with this Agreement or the other Loan DocumentsAgreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent it receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Administrative Agent; (b) may consult with legal counsel (including counsel for the BorrowerBorrowers), independent public accountants, 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, accountants or experts; (c) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties, warranties or representations made in or in connection with this Agreement or the other Loan Financing Documents; (d) shall not have 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 any other Loan Document on the part of Financing Documents by the Borrower or its Subsidiaries Borrowers or to inspect the Property property (including the books and records) of the Borrower or its SubsidiariesBorrowers; (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement Agreement, any Note, or any other Loan Documentinstrument or document furnished pursuant thereto; and (f) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telegram, cable, telex or telexfacsimile) believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 1 contract
Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them under or in connection with this Agreement or the other Loan Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: Agent (ai) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice and accepts an Assignment and Acceptance entered into by the Lender that is the payee of the assignment or transfer thereof signed by such payee Note, as assignor, and an Eligible Assignee, as assignee, as provided in form satisfactory to the Administrative AgentSection 10.07; (bii) may consult with legal counsel (including counsel for the Borrowerany Obligor), independent public accountants, 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 them in accordance with the advice of such counsel, accountants, accountants or experts; (ciii) makes no warranty or representation to any Issuing Bank or Lender and shall not be responsible to any Lender of them for any statements, warranties, warranties or representations made in or in connection with this Agreement or the other Loan Documents; (div) shall not have 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 any other Loan Document on the part of the Borrower or its Subsidiaries any Obligor or to inspect the Property property (including the books and records) of the Borrower or its Subsidiariesany Obligor; (ev) shall not be responsible to any Issuing Bank or Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement any Loan Document or any other Loan Documentinstrument or document furnished pursuant hereto; and (fvi) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telegram, telecopy, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 1 contract
Administrative Agent’s Reliance, Etc. Neither Notwithstanding anything to the contrary in any Loan Document, neither Administrative Agent nor any of its directors, officers, agents, or employees Representatives shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them under or in connection with this Agreement or the other Loan Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (a) may May treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Administrative Agentthereof; (b) may consult with legal counsel (including counsel for the Borrower), independent public accountants, accountants and other experts selected by it or Borrower 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, accountants or experts; (c) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties, or representations made in or in connection with this Agreement or the other Loan Documents; (d) shall not have 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 any other Loan Document agreement on the part of the Borrower or its Subsidiaries or to inspect the Property property (including the books and records) of Borrower, except receipt of delivery of the Borrower or its Subsidiariesitems required under Sections 3.2, 4.1, 4.3, and 7.1; (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement agreement or any other Loan Documentinstrument or document furnished pursuant hereto; and (f) shall incur no liability under or in respect of this Agreement or any other Loan Document agreement by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier or telextelecopy) believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 1 contract
Samples: Loan Agreement (Matrix Bancorp Inc)
Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its respective directors, officers, agents, agents or employees shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them under or in connection with this Agreement or the other Loan Basic Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: Agent (ai) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice and accepts an Assignment and Acceptance entered into by the Lender that is the payee of the assignment or transfer thereof signed by such payee Note, as assignor, and an Eligible Assignee, as assignee, as provided in form satisfactory to the Administrative AgentSection 9.07; (bii) may consult with legal counsel (including counsel for the Borrowerany Obligor), independent public accountants, 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 them in accordance with the advice of such counsel, accountants, accountants or experts; (ciii) makes no warranty or representation to any Issuing Bank or any Lender and shall not be responsible to any Lender of them for any statements, warranties, warranties or representations made in or in connection with this Agreement or the other Loan Documents; (div) shall not have 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 any other Loan Document on the part of the Borrower or its Subsidiaries any Obligor or to inspect the Property property (including the books and records) of the Borrower or its Subsidiariesany Obligor; (ev) shall not be responsible to any Issuing Bank or any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement any Basic Document or any other Loan Documentinstrument or document furnished pursuant hereto; and (fvi) shall incur no liability under or in respect of this Agreement or any other Loan Basic Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telegram, telecopy, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 1 contract
Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them under or in connection with this Agreement or the other Loan DocumentsAgreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (ai) may treat the payee Lender that made any Loan as the holders of the Debt resulting therefrom until, in the case of any Note as the holder thereof until such Lender, the Administrative Agent receives written notice of the assignment or transfer thereof signed and accepts an Assignment and Acceptance entered into by such payee Lender, as assignor, and an assignee, as provided in form satisfactory to the Administrative AgentSection 8.07; (bii) may consult with legal counsel (including counsel for the Borrower), independent public accountants, 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, accountants or experts; (ciii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other any Loan DocumentsDocument; (div) shall not have any duty to ascertain or to inquire as to the performance performance, observance or observance satisfaction of any of the terms, covenants or conditions of this Agreement or any other Loan Document Documents on the part of the Borrower or its Subsidiaries the existence at any time of any Default or to inspect the Property property (including the books and records) of the Borrower or its SubsidiariesBorrower; (ev) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement Agreement, any of the other Loan Documents or any other Loan Documentinstrument or document furnished pursuant thereto; and (fvi) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telecopier, telegram or telex) believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 1 contract
Samples: Credit Agreement (Aquila Inc)
Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them under or in connection with this Agreement or the other Loan DocumentsAgreement, except for its or their respective own gross negligence or willful misconductmisconduct as determined in a final non-appealable order of a court of competent jurisdiction. Without limitation of limiting the generality of the foregoing, the Administrative Agent: (ai) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Administrative Agent; (b) may consult with legal counsel (including counsel for the Borrower), independent public accountants, 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, accountants or experts; (cii) the Administrative Agent makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Loan DocumentsAgreement; (diii) the Administrative Agent shall not have 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 any other Loan Document on the part of the Borrower or its Subsidiaries or to inspect the Property property (including the books and records) of the Borrower or its SubsidiariesBorrower; (eiv) the Administrative Agent shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or any other Loan Documentinstrument or document furnished pursuant hereto; and (fv) the Administrative Agent shall not incur no any liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier or telexfacsimile) believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 1 contract
Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents, or employees Related Persons shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them under or in connection with this Agreement or the other Loan DocumentsAgreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (ai) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice and accepts an Assignment and Assumption entered into by the Lender which is the payee of the assignment or transfer thereof signed by such payee Note, as assignor, and an Eligible Assignee, as assignee, as provided in form satisfactory to the Administrative AgentSection 12.07; (bii) may consult with legal counsel (including counsel for Parent and the Borrowerother Borrowers), independent public accountants, 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, accountants or experts; (ciii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Loan DocumentsAgreement; (div) shall not have 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 any other Loan Document on the part of Parent and the Borrower or its Subsidiaries other Borrowers or to inspect the Property property (including the books and records) of Parent and the Borrower or its Subsidiariesother Borrowers; (ev) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or any other Loan Documentinstrument or document furnished pursuant hereto; and (fvi) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier facsimile, electronic mail, telegram, telecopy, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties.. 111
Appears in 1 contract
Administrative Agent’s Reliance, Etc. Neither the ------------------------------------- Administrative Agent nor any of its respective directors, officers, agents, agents or employees shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them under or in connection with this Agreement or the other Loan Basic Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: Agent (ai) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice and accepts an Assignment and Acceptance entered into by the Lender that is the payee of the assignment or transfer thereof signed by such payee Note, as assignor, and an Eligible Assignee, as assignee, as provided in form satisfactory to the Administrative AgentSection 9.07; (bii) may consult with legal counsel (including counsel for the Borrowerany Obligor), independent public accountants, 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 them in accordance with the advice of such counsel, accountants, accountants or experts; (ciii) makes no warranty or representation to any Issuing Bank or any Lender and shall not be responsible to any Lender of them for any statements, warranties, warranties or representations made in or in connection with this Agreement or the other Loan Documents; (div) shall not have 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 any other Loan Document on the part of the Borrower or its Subsidiaries any Obligor or to inspect the Property property (including the books and records) of the Borrower or its Subsidiariesany Obligor; (ev) shall not be responsible to any Issuing Bank or any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement any Basic Document or any other Loan Documentinstrument or document furnished pursuant hereto; and (fvi) shall incur no liability under or in respect of this Agreement or any other Loan Basic Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telegram, telecopy, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 1 contract
Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them under or in connection with this Agreement or the other any Loan DocumentsDocument, except for its or their own gross negligence or willful misconduct. The duties of the Administrative Agent shall be mechanical and administrative in nature; the Administrative Agent shall not have, by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any Bank or the holder of any Note; and nothing in this Agreement or any other Loan Document, expressed or implied, is intended or shall be so construed as to impose upon the Administrative Agent any obligations in respect of this Agreement or any other Loan Document except as expressly set forth herein. Without limitation of the generality of the foregoing, the Administrative Agent: (ai) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice and accepts an Assignment and Acceptance entered into by the Bank that is the payee of the assignment or transfer thereof signed by such payee Note, as assignor, and an Eligible Assignee, as assignee, as provided in form satisfactory to the Administrative Agent8.06; (bii) may consult with legal counsel (including counsel for the BorrowerBorrowers), independent public accountants, 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, accountants or experts; (ciii) makes no warranty or representation to any Lender Bank and shall not be responsible to any Lender Bank for any statements, warranties, warranties or representations (whether written or oral) made in or in connection with this Agreement any Loan Document or the any other Loan Documentsinstrument or document furnished pursuant hereto or in connection herewith; (div) shall not have 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 Loan Document or any other Loan Document instrument or document furnished pursuant hereto or in connection herewith on the part of the Borrower Borrowers or its Subsidiaries any other Person or to inspect the Property property (including the books and records) of the Borrower Borrowers or its Subsidiariesany other Person; (ev) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement any Loan Document or any other Loan Documentinstrument or document furnished pursuant hereto or in connection herewith; and (fvi) shall incur no liability under or in respect of this Agreement any Loan Document, except for its own gross negligence or any other Loan Document willful misconduct, by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telecopier, cable or telex) believed by it to be genuine and signed signed, given or sent by the proper party or parties.
Appears in 1 contract
Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them as Administrative Agent under or in connection with this Agreement or any of the other Loan Transaction Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of limiting the foregoing, the Administrative Agent: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Administrative Agent; (bi) may consult with legal counsel (including counsel for the Borrower, the Servicer or the Originator), independent public accountants, 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, accountants or experts; (cii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties, warranties or representations made in or in connection with this Agreement or the other Loan DocumentsAgreement; (diii) shall not have 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 any of the other Loan Document Transaction Documents on the part of the Borrower Borrower, the Originator or its Subsidiaries the Servicer or to inspect the Property property (including the books and records) of the Borrower Borrower, the Originator or its Subsidiariesthe Servicer; (eiv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement Agreement, any of the other Transaction Documents or any other Loan Documentinstrument or document furnished pursuant hereto or thereto; and (fv) shall incur no liability under or in respect of this Agreement or any of the other Loan Document Transaction Documents by acting upon any noticenotice (including notice by telephone), consent, certificate, certificate or other instrument or writing (which may be by telecopier or telexfacsimile) believed by it to be genuine and signed or sent by the proper party or parties.. 113
Appears in 1 contract
Samples: Revolving Credit Agreement (Sparta Commercial Services, Inc.)
Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them under or in connection with this Agreement or the any other Loan DocumentsDocument, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (ai) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice and accepts an Assignment and Acceptance entered into by the Lender that is the payee of the assignment or transfer thereof signed by such payee Note, as assignor, and an Eligible Assignee, as assignee, as provided in form satisfactory to the Administrative AgentSection 10.06; (bii) may consult with legal counsel (including counsel for the Borrower), independent public accountants, 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, accountants or experts; (ciii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties, warranties or representations (whether written or oral) made in or in connection with this Agreement or the any other Loan DocumentsDocument; (div) shall not have 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 any other Loan Document on the part of the Borrower or its Subsidiaries or to inspect the Property property or assets (including the books and records) of the Borrower or any of its Subsidiaries; (ev) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or any other Loan Documentinstrument or document furnished pursuant hereto; and (fvi) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier facsimile transmission, telex, telegram or telexelectronic messaging system) believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 1 contract
Samples: Credit Agreement (Pfizer Inc)
Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them under or in connection with this Agreement or the other Loan DocumentsAgreement, except for its or their own gross negligence or willful misconduct. Without limitation of limiting the generality of the foregoing, the Administrative Agent: (ai) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice and accepts an Assignment and Acceptance entered into by the Lender which is the payee of the assignment or transfer thereof signed by such payee Note, as assignor, and an Eligible Assignee, as assignee, as provided in form satisfactory to the Administrative AgentSection 9.7; (bii) may consult with legal counsel (including counsel for any of the BorrowerLoan Parties), independent public accountants, 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, accountants or experts; (ciii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties, warranties or representations (whether written or oral) made in or in connection with this Agreement or the any other Loan DocumentsDocument; (div) shall not have 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 any other Loan Document on the part of the Borrower or its Subsidiaries any Loan Party or to inspect the Property property (including the books and records) of the Borrower or its Subsidiariesany Loan Party; (ev) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or any other Loan Document; and (fvi) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by including telecopier or telexelectronic communication) believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 1 contract
Administrative Agent’s Reliance, Etc. Neither the ------------------------------------ Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCEincluding the Administrative Agent's own negligence) by it or them under or in connection with this Agreement or the other Loan Credit Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Administrative Agent; (b) may consult with legal counsel (including counsel for the Borrower), independent public accountants, 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, accountants or experts; (c) makes no warranty or representation to any Lender Bank and shall not be responsible to any Lender Bank for any statements, warranties, warranties or representations made in or in connection with this Agreement or the other Loan Credit Documents; (d) shall not have 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 any other Loan Credit Document on the part of the Borrower or its Subsidiaries or to inspect the Property property (including the books and records) of the Borrower or its Subsidiaries; (e) shall not be responsible to any Lender Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or any other Loan Credit Document; and (f) shall incur no liability under or in respect of this Agreement or any other Loan Credit Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telecopier, telegram, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 1 contract
Administrative Agent’s Reliance, Etc. Neither the The Administrative Agent nor any of and its directors, officers, agents, agents or employees shall not be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them in good faith under or in connection with this Agreement the Transaction Documents (including, without limitation, the servicing, administering or the other Loan Documentscollecting Pool Receivables as Master Servicer pursuant to SECTION 8.1), except for its or their own breach of the terms of the applicable terms of the Transaction Documents or its or their own gross negligence or willful misconduct. Without limitation of limiting the generality of the foregoing, the Administrative Agent: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Administrative Agent; (b) may consult with legal counsel (including counsel for the BorrowerSeller), independent certified public accountants, 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, accountants or experts; (cb) makes no warranty or representation to the Purchaser or any Lender other holder of any interest in Pool Receivables and shall not be responsible to the Purchaser or any Lender such other holder for any statements, warranties, warranties or representations made by any Seller Party in or in connection with this Agreement or the other Loan Documentsany Transaction Document; (dc) shall not have 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 any other Loan Transaction Document on the part of the Borrower or its Subsidiaries any Seller Party or to inspect the Property property (including the books and records) of the Borrower or its Subsidiariesany Seller Party; (ed) shall not be responsible to the Purchaser or any Lender other holder of any interest in Pool Receivables for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or any other Loan Transaction Document; and (fe) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any noticenotice (including notice by telephone where permitted herein), consent, certificate, certificate or other instrument or writing (which may be by telecopier facsimile or telex) in good faith believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Lennox International Inc)
Administrative Agent’s Reliance, Etc. (a) Neither the Administrative Agent nor any of its respective directors, officers, agents, agents or employees shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them under or in connection with this Agreement or any of the other Loan Facility Documents, except for its or their own gross negligence or willful misconduct. Without limitation of limiting the generality of the foregoing, the Administrative Agent: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Administrative Agent; (bi) may consult with legal counsel (including including, without limitation, counsel for the Borrower), Borrower or the Collateral Servicer or any of their Affiliates) and independent public accountants, 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, accountants or experts; (cii) makes no warranty or representation to any Lender Secured Party or any other Person and shall not be responsible to any Lender Secured Party or any Person for any statements, warranties, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Loan Facility Documents; (diii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement Agreement, the other Facility Documents or any other Loan Document Related Documents on the part of the Borrower or its Subsidiaries the Collateral Servicer or any other Person or to inspect the Property property (including the books and records) of the Borrower or its Subsidiariesthe Collateral Servicer; (eiv) shall not be responsible to any Lender Secured Party or any other Person for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of any Collateral, this Agreement Agreement, the other Facility Documents, any Related Document or any other Loan Documentinstrument or document furnished pursuant hereto or thereto; and (fv) shall incur no liability under or in respect of this Agreement or any other Loan Facility Document by relying on, acting upon (or by refraining from action in reliance on) any notice, consent, certificate, instruction or waiver, report, statement, opinion, direction or other instrument or writing (which may be delivered by telecopier telecopier, email, cable or telex, if acceptable to it) believed by it to be genuine and believe by it to be signed or sent by the proper party or parties. The Administrative Agent shall not have any liability to the Borrower or any Lender or any other Person for the Borrower’s or any Lender’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Facility Document.
Appears in 1 contract
Samples: Credit and Security Agreement (NewStar Financial, Inc.)
Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents, administrative agents or employees shall be liable to any Lender or the Borrower for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them under or in connection with this Agreement or the other Loan DocumentsAgreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: Agent (ai) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice and accepts an Assignment and Acceptance entered into by the Lender which is the payee of the assignment or transfer thereof signed by such payee Note, as assignor, and an Eligible Assignee, as assignee, as provided in form satisfactory to the Administrative Agent; Section 8.07 and (bii) may consult with legal counsel (including counsel for the Borrower), independent public accountants, 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, accountants or experts; (c) makes . The Agents make no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Loan DocumentsAgreement; (div) shall not have 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 any other Loan Document on the part of the Borrower or its Subsidiaries or to inspect the Property property (including the books and records) of the Borrower or its SubsidiariesBorrower; (ev) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement Agreement, the Notes or any other Loan Documentinstrument or document furnished pursuant hereto or thereto; and (fvi) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telecopier, telegram, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties. The Lenders and the Borrower acknowledge that no Agent other than the Administrative Agent has any duties or responsibilities hereunder.
Appears in 1 contract
Samples: Louisville Gas & Electric Co /Ky/
Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them as Administrative Agent under or in connection with this Agreement or any of the other Loan Transaction Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of limiting the foregoing, the Administrative Agent: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Administrative Agent; (bi) may consult with legal counsel (including counsel for the BorrowerBorrower or the Seller), independent public accountants, 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, accountants or experts; (cii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties, warranties or representations made by any other Person in or in -133- connection with this Agreement or the other Loan DocumentsAgreement; (diii) shall not have 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 any of the other Loan Document Transaction Documents on the part of any of the Borrower Borrower, the Collateral Manager, the Equityholder or its Subsidiaries the Seller or to inspect the Property property (including the books and records) of any of the Borrower Borrower, the Collateral Manager, the Equityholder or its Subsidiariesthe Seller; (eiv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement Agreement, any of the other Transaction Documents or any other Loan Documentinstrument or document furnished pursuant hereto or thereto; and (fv) shall incur no liability under or in respect of this Agreement or any of the other Loan Document Transaction Documents by acting upon any noticenotice (including notice by telephone), consent, certificate, certificate or other instrument or writing (which may be by telecopier or telexfacsimile) believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 1 contract
Samples: Loan and Security Agreement (Crescent Capital BDC, Inc.)
Administrative Agent’s Reliance, Etc. Neither None of the Administrative Agent nor any of and its respective Affiliates, directors, officers, agents, or employees shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them under or in connection with this Agreement the Loan Papers (i) with the consent or at the other Loan Documentsrequest of the Majority Banks (or all the Banks, except for if required) or (ii) in the absence of its or their own gross negligence or willful misconductmisconduct (it being the express intention of the parties that the Administrative Agent and its directors, officers, agents, and employees shall have no liability for actions and omissions under this Section 8.2 resulting from their ordinary contributory negligence). Without limitation of the generality of the foregoing, the Administrative Agent: Agent (ai) may treat the payee of any each Loan or Note as the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Administrative Agent; (bii) may consult with legal counsel (including counsel for the BorrowerCompany), 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; (ciii) makes no warranty or representation to any Lender Bank and shall not be responsible to any Lender Bank for any statements, warranties, or representations made by or on behalf of the Company in or in connection with this Agreement or the other any Loan DocumentsPaper; (div) except as otherwise expressly provided herein, shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants covenants, or conditions of this Agreement or any other Loan Document on the part of the Borrower or its Subsidiaries Paper or to inspect the Property property (including the books and records) of the Borrower Company or any of its Subsidiaries; (ev) shall have no responsibility to ensure the satisfaction of any condition set forth in Article IV or elsewhere herein other than to confirm receipt of items expressly required to be delivered to the Administrative Agent, (vi) shall not be responsible to any Lender Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency, or value of this Agreement any Loan Paper or any other Loan Documentinstrument or document furnished pursuant hereto or thereto; and (fvii) shall incur no liability under or in respect of this Agreement or any other Loan Document Paper by acting upon any notice, consent, certificate, or other instrument or writing (which may be by telecopier or telexe-mail) reasonably believed by it to be genuine and signed or sent by the proper party or parties; and (viii) may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon.
Appears in 1 contract
Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents, or employees shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them under or in connection with this Agreement or the other Loan Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Administrative Agent; (b) may consult with legal counsel (including counsel for the Borrower), 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; (c) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties, or representations made in or in connection with this Agreement or the other Loan Documents; (d) shall not have 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 any other Loan Document on the part of the Borrower or its Subsidiaries or to inspect the Property (including the books and records) of the Borrower or its Subsidiaries; (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, or value of this Agreement or any other Loan Document; and (fe) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate, or other instrument or writing (which may be by telecopier or telextelecopier) believed by it to be genuine and signed or sent by the proper party or parties. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document, writing or other communication (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Credit Extension or any Conversion or continuance of an Advance that by its terms must be fulfilled to the satisfaction of a Lender or an Issuing Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender or such Issuing Lender unless the Administrative Agent shall have received notice to the contrary from such Lender or such Issuing Lender prior to the making of such Credit Extension or Conversion or continuance of an Advance. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and the Administrative Agent shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.
Appears in 1 contract
Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its Affiliates or any of their respective directors, officers, agents, agents or employees shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them under or in connection with this Agreement or the any other Loan DocumentsDocument, except for its or their own gross negligence or willful misconductmisconduct (as determined by a final, non-appealable judgment of a court of competent jurisdiction). Without limitation of the generality of the foregoing, the Administrative Agent: (ai) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice 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 9.06; (ii) may rely on the assignment or transfer thereof signed by such payee and in form satisfactory Register to the Administrative Agent; extent set forth in Section 9.06(e), (biii) may consult with legal counsel (including counsel for the Borrower), independent public accountants, 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, accountants or experts; (civ) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties, warranties or representations (whether written or oral) made in or in connection with this Agreement or the any other Loan DocumentsDocument; (dv) shall not have 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 any other Loan Document on the part of the Borrower, as to the financial position of the Borrower or its Subsidiaries as to the existence or possible existence of any Default or to inspect the Property property (including the books and records) of the Borrower or any of its Subsidiaries; (evi) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or any other Loan Documentinstrument or document furnished pursuant hereto; and (fvii) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier facsimile transmission, Internet or telexintranet website posting, any electronic messaging system or other distribution) believed by it to be genuine and signed signed, sent or sent otherwise authenticated by the proper party or parties.
Appears in 1 contract
Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them as Administrative Agent under or in connection with this Agreement or any of the other Loan Transaction Documents, except for its or their own gross negligence or willful misconduct. Each Secured Party hereby waives any and all claims against the Administrative Agent or any of its Affiliates for any action taken or omitted to be taken by the Administrative Agent or any of its Affiliates under or in connection with this Agreement or any of the other Transaction Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of limiting the foregoing, the Administrative Agent: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Administrative Agent; (bi) may consult with legal counsel (including counsel for the BorrowerBorrower or the Originator), independent public accountants, 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, accountants or experts; (cii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties, warranties or representations made in or in connection with this Agreement or the other Loan DocumentsAgreement; (diii) shall not have 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 any of the other Loan Document Transaction Documents on the part of the Borrower Borrower, the Originator, or its Subsidiaries the Servicer or to inspect the Property property (including the books and records) of the Borrower Borrower, the Originator, or its Subsidiariesthe Servicer; (eiv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement Agreement, any of the other Transaction Documents or any other Loan Documentinstrument or document furnished pursuant hereto or thereto; and (fv) shall incur no liability under or in respect of this Agreement or any of the other Loan Document Transaction Documents by acting upon any noticenotice (including notice by telephone), consent, certificate, certificate or other instrument or writing (which may be by telecopier or telexfacsimile) believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 1 contract
Samples: Loan and Servicing Agreement (NewStar Financial, Inc.)
Administrative Agent’s Reliance, Etc. Neither the Administrative Agent Agent, nor any of its directors, officers, agentsagents or employees, or employees shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them under or in connection with this Agreement or the other any Loan DocumentsDocument, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative each Agent: (ai) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice and accepts an Assignment and Acceptance entered into by the Lender Party that is the payee of the assignment or transfer thereof signed by such payee Note, as Assignor, and an Eligible Assignee, as assignee, as provided in form satisfactory to the Administrative AgentSection 8.07; (bii) may consult with legal counsel (including counsel for the Borrower), independent public accountants, 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, accountants or experts; (ciii) makes no warranty or representation to any Lender Party and shall not be responsible to any Lender Party for any statements, warranties, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other any Loan DocumentsDocument; (div) shall not have 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 any other Loan Document on the part of the Borrower or its Subsidiaries or to inspect the Property property (including the books and records) of the Borrower or its SubsidiariesBorrower; (ev) shall not be responsible to any Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement any Loan Document or any other Loan Documentinstrument or document furnished pursuant hereto; and (fvi) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telecopier, telegram, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 1 contract
Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them under or in connection with this Agreement or the other Loan Documents, except for its or their own gross negligence or willful misconductmisconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). Without limitation of the generality of the foregoing, the Administrative Agent: (a) may deem and treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice and accepts an Assignment and Acceptance entered into by the Lender that is the payee of the assignment such Note, as assignor, and any permitted assignee or transfer thereof signed by such payee and transferee, as assignee, as provided in form satisfactory to the Administrative AgentSection 8.07; (b) with respect to any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is the holder of any Note, may consider as conclusive and binding any such request, authority or consent of such Person, as applicable, on any subsequent holder, transferee, assignee or endorsee, as the case may be, of such Note or of any Note or Notes issued in exchange therefore; (c) may consult with legal counsel (including counsel for the Borrowerany Loan Party), independent public accountants, 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, accountants or experts; (cd) makes no warranty or representation to any Lender Party and shall not be responsible to any Lender Party for any recitals, statements, warrantiesinformation, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Loan Documents; (de) shall not have any duty to ascertain or to inquire as to (x) the performance or observance of any of the terms, provisions, covenants or conditions of this Agreement or any other Loan Document on the part of any Loan Party, (y) the Borrower financial condition of any Loan Party or its Subsidiaries (z) the existence or possible existence of any Default; (f) shall not have any duty to inspect the Property property (including the books and records) of the Borrower or its Subsidiariesany Loan Party; (eg) shall not be responsible to any Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiencycollectability, sufficiency or value of this Agreement any Loan Document, the financial condition of the Borrower or any of its Subsidiaries or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, any Loan Document or any other Loan Documentinstrument or document furnished pursuant thereto; and (fh) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, statement, consent, certificateorder, certificate or other instrument or writing (which may be by telecopier telegram, telecopy, telex, cablegram or telexelectronic mail) or telephone message believed by it to be genuine and signed signed, sent or sent made by the proper party or parties.. 130
Appears in 1 contract
Administrative Agent’s Reliance, Etc. Neither the ------------------------------------- Administrative Agent nor any of its respective directors, officers, agents, agents or employees shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them under or in connection with this Agreement or the other Loan Basic Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: Agent (ai) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice and accepts an Assignment and Acceptance entered into by the Lender that is the payee of the assignment or transfer thereof signed by such payee Note, as assignor, and an Eligible Assignee, as assignee, as provided in form satisfactory to the Administrative AgentSection 9.07; (bii) may consult with legal counsel (including counsel for the Borrowerany Obligor), independent public accountants, 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 them in accordance with the advice of such counsel, accountants, accountants or experts; (ciii) makes no warranty or representation to any Lender and shall not be responsible to any Lender of them for any statements, warranties, warranties or representations made in or in connection with this Agreement or the other Loan Documents; (div) shall not have 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 any other Loan Document on the part of the Borrower or its Subsidiaries any Obligor or to inspect the Property property (including the books and records) of the Borrower or its Subsidiariesany Obligor; (ev) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement any Basic Document or any other Loan Documentinstrument or document furnished pursuant hereto; and (fvi) shall incur no liability under or in respect of this Agreement or any other Loan Basic Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telegram, telecopy, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 1 contract
Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents, or employees shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them under or in connection with this Agreement or the other Loan Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Administrative Agent; (b) may consult with legal counsel (including counsel for the Borrowerany Credit Party), 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; (c) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties, or representations made in or in connection with this Agreement or the other Loan Documents; (d) shall not not, except with respect to Administrative Agent’s receipt of payments due hereunder, have 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 any other Loan Document on the part of the Borrower or its Subsidiaries any Credit Party or to inspect the Property property (including the books and records) of the Borrower or its Subsidiariesany Credit Party; (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, or value of this Agreement or any other Loan Document; and (f) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate, or other instrument or writing (which may be by telecopier or telex) believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 1 contract
Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them as Administrative Agent under or in connection with this Agreement the Purchase Documents (including, without limitation, the Administrative Agent's servicing, administering or the other Loan Documentscollecting Receivables as Servicer pursuant to Section 4.02 hereof), except for its or their own gross negligence or willful misconduct. Without limitation of the generality of limiting the foregoing, the Administrative Agent: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Administrative Agent; (bi) may consult with legal counsel (including counsel for the Borrower)counsel, independent public accountants, 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, accountants or experts; (cii) makes no warranty or representation to any Lender Owner and shall not be responsible to any Lender Owner for any statements, warranties, warranties or representations made in by the Seller or Lexmark in connection with this Agreement or the other Loan Purchase Documents; (diii) shall not have 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 any other Loan Document the Purchase Documents on the part of the Borrower Seller or its Subsidiaries Lexmark or to inspect the Property property (including the books and records) of the Borrower Seller or its SubsidiariesLexmark; (eiv) shall not be responsible to any Lender Owner for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement the Purchase Documents or any other Loan Documentinstrument or document furnished pursuant thereto; and (fv) shall incur no liability under or in respect of this Agreement or any other Loan Document the Purchase Documents by acting upon any noticenotice (including notice by telephone), consent, certificate, certificate or other instrument or writing (which may be by telecopier or telex) believed by it in good faith to be genuine and signed or sent by the proper party or parties.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Lexmark International Group Inc)
Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its Affiliates or any of their respective directors, officers, agents, agents or employees shall be liable for any action taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them under or in connection with this Agreement or the any other Loan DocumentsDocument, except for its or their own gross negligence or willful misconductmisconduct (as determined by a final, non-appealable judgment of a court of competent jurisdiction). Without limitation of the generality of the foregoing, the Administrative Agent: (ai) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice 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 9.06; (ii) may rely on the assignment or transfer thereof signed by such payee and in form satisfactory Register to the Administrative Agentextent set forth in Section 9.06(e); (biii) may consult with legal counsel (including counsel for the Borrower), independent public accountants, 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, accountants or experts; (civ) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties, warranties or representations (whether written or oral) made in or in connection with this Agreement or the any other Loan DocumentsDocument; (dv) shall not have 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 any other Loan Document on the part of the Borrower, as to the financial position of the Borrower or its Subsidiaries as to the existence or possible existence of any Default or to inspect the Property property (including the books and records) of the Borrower or any of its Subsidiaries; (evi) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or any other Loan Documentinstrument or document furnished pursuant hereto; and (fvii) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier facsimile transmission, Internet or telexintranet website posting, any electronic messaging system or other distribution) believed by it to be genuine and signed signed, sent or sent otherwise authenticated by the proper party or parties.
Appears in 1 contract
Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents, agents or employees shall be liable for any action taken 48 or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT’S OWN NEGLIGENCE) by it or them under or in connection with this Agreement or the other Loan DocumentsAgreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (ai) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice and accepts an Assignment and Acceptance entered into by the Lender which is the payee of the assignment or transfer thereof signed by such payee Note, as assignor, and an Eligible Assignee, as assignee, as provided in form satisfactory to the Administrative AgentSection 8.07; (bii) may consult with legal counsel (including counsel for the Borrower), independent public accountants, 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, accountants or experts; (ciii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Loan DocumentsAgreement; (div) shall not have 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 any other Loan Document on the part of the Borrower or its Subsidiaries or to inspect the Property property (including the books and records) of the Borrower or its SubsidiariesBorrower; (ev) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of this Agreement or any other Loan Documentinstrument or document furnished pursuant hereto; and (fvi) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate, certificate or other instrument or writing (which may be by telecopier telegram, telecopy, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 1 contract
