Administrative Agent’s Reliance, Etc. None of the Administrative Agent or any of its Affiliates, directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it, him, her or them under or in connection with this Agreement or the other Loan Documents, except for its, his, her or their own gross negligence or willful misconduct. Without limiting the foregoing, the Administrative Agent (a) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 11.2(e) (Assignments and Participations), (b) may rely on the Register to the extent set forth in Section 2.7 (Evidence of Debt), (c) may consult with legal counsel (including counsel to the Borrower or any other Loan 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, (d) makes no warranty or representation to any Lender or Issuer and shall not be responsible to any Lender or Issuer for any statements, warranties or representations made by or on behalf of the Company or any of its Subsidiaries in or in connection with this Agreement or any other Loan Document, (e) shall not have any duty to ascertain or to inquire either as to the performance or observance of any term, covenant or condition of this Agreement or any other Loan Document, as to the financial condition of any Loan Party or as to the existence or possible existence of any Default or Event of Default, (f) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement, any other Loan Document or any other instrument or document furnished pursuant hereto or thereto and (g) 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 writing may be a telecopy or electronic mail) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties.
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Administrative Agent’s Reliance, Etc. None of the Administrative Agent Agent, any of its Affiliates or any of its Affiliates, their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it, him, her or them under or in connection with this Agreement or the other Loan Documents, except for its, his, her or their own gross negligence or willful misconduct. Without limiting the foregoing, the Administrative Agent (a) may treat the payee of any Revolving Credit Note as its holder until such Revolving Credit Note has been assigned in accordance with Section 11.2(e) 10.2 (Assignments and Participations), (b) may rely on the Register to the extent set forth in Section 2.7 2.6 (Evidence of Debt), (c) may consult with legal counsel (including counsel to the Borrower Borrowers or any other Loan 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, (d) makes no warranty or representation to any Lender or Issuer and shall not be responsible to any Lender or Issuer for any statements, warranties or representations made by or on behalf of the Company MLP, the Borrowers or any of its the Borrowers’ Subsidiaries in or in connection with this Agreement or any other Loan Document, (e) shall not have any duty to ascertain or to inquire either as to the performance or observance of any term, covenant or condition of this Agreement or any other Loan Document, as to the financial condition of any Loan Party or as to the existence or possible existence of any Default or Event of Default, (f) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement, any other Loan Document or any other instrument or document furnished pursuant hereto or thereto and (g) 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 writing may be a telecopy or electronic mail) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 1 contract
Samples: Revolving Credit Agreement (Boardwalk Pipeline Partners, LP)
Administrative Agent’s Reliance, Etc. None of Neither the Administrative Agent Agent, nor any of its Affiliates or any of its Affiliates, the respective directors, officers, agents or employees of the Administrative Agent or any such Affiliate shall be liable for any action taken or omitted to be taken by it, him, her or them under or in connection with this Agreement or the other Loan Documents, except for its, his, her or their own gross negligence or willful wilful misconduct. Without limiting limitation of the generality of the foregoing, the Administrative Agent (a) may treat the payee of any Note as its the holder thereof until such Note note has been assigned in accordance with Section 11.2(e) (Assignments and Participations)11.7, (b) may rely on the Register to the extent set forth in Section 2.7 (Evidence of DebtSubsection 11.7(c), (c) may consult with legal counsel (including including, without limitation, counsel to the Borrower Company or any other Loan 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, (d) makes no warranty or representation to any Lender or Issuer and shall not be responsible to any Lender or Issuer for any statements, warranties or representations made by or on behalf of the Company or any of its Subsidiaries in or in connection with this Agreement or any of the other Loan DocumentDocuments, (e) shall not have any duty to ascertain or to inquire either as to the performance or observance of any termof the terms, covenant covenants or condition conditions of this Agreement or any of the other Loan Document, as to Documents on the financial condition part of the Company or any other Loan Party or as to inspect the existence property (including, without limitation, the books and records) of the Company or possible existence of any Default or Event of Defaultother Loan Party, (f) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, of this Agreement or any of the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement, any other Loan Document Documents or any other instrument or document furnished pursuant hereto or thereto thereto, and (g) 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 or other instrument or writing (which writing may be a telecopy by telegram, cable, telex or electronic mailfacsimile transmission) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties.
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Administrative Agent’s Reliance, Etc. None of Neither the Administrative Agent or nor any of its Affiliates, directors, officers, agents or employees Related Parties shall be liable for any action taken or omitted to be taken by it, him, her it or them under or in connection with this Agreement or the other Loan DocumentsAgreement, except for its, his, her its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, the Administrative Agent Agent: (ai) may treat the payee of any Note as its the holder thereof until the Administrative Agent receives and accepts an assignment agreement entered into by the Bank that is the payee of such Note has been assigned in accordance with Section 11.2(e) (Assignments Note, as assignor, and Participations)a Purchaser, (b) may rely on the Register to the extent set forth as assignee, as provided in Section 2.7 9.01(c); (Evidence of Debt), (cii) may consult with legal counsel (including counsel to the Borrower or for any other Loan PartyBorrower), 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, ; (diii) makes no warranty or representation to any Lender or Issuer Bank and shall not be responsible to any Lender or Issuer Bank for any statements, warranties or representations (whether written or oral) made by or on behalf of the Company or any of its Subsidiaries in or in connection with this Agreement or any other Loan Document, Agreement; (eiv) shall not have any duty to ascertain or to inquire either as to the performance or observance of any termof the terms, covenant covenants or condition conditions of this Agreement or any other Loan Document, as to on the financial condition part of any Loan Party Borrower or as to inspect the existence or possible existence property (including the books and records) of any Default or Event of Default, Borrower; (fv) shall not be responsible to any Lender or Issuer Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement, any other Loan Document Agreement or any other instrument or document furnished pursuant hereto hereto; (vi) shall not have any duty to ascertain, inquire into or thereto verify the financial condition of the Company or any of its Subsidiaries; (vii) shall have no duty to disclose to the Banks information that is not required to be furnished by the Company to the Administrative Agent at such time, but is voluntarily furnished by the Company to the Administrative Agent (either in its capacity as Administrative Agent or in its individual capacity); and (gviii) 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 writing may be a telecopy or electronic mailby telegram) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties. The Administrative Agent shall be entitled to advice of counsel concerning the contractual arrangement between the Administrative Agent and the Banks and all matters pertaining to the Administrative Agent’s duties hereunder.
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Administrative Agent’s Reliance, Etc. None of Neither the Administrative Agent or nor any of its Affiliates, directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it, him, her it or them as Administrative Agent under or in connection with this Agreement or any of the other Loan Transaction Documents, except for itsits or their own gross negligence or willful misconduct. 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, his, her except for its or their own gross negligence or willful misconduct. Without 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 11.2(e) (Assignments and Participations), (b) may rely on the Register to the extent set forth in Section 2.7 (Evidence of Debt), (ci) may consult with legal counsel (including counsel to for the Borrower or any other Loan Partythe Transferor), 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, ; (dii) makes no warranty 111 or representation to any Lender or Issuer and shall not be responsible to any Lender or Issuer for any statements, warranties or representations made by or on behalf of the Company or any of its Subsidiaries in or in connection with this Agreement or any other Loan Document, Agreement; (eiii) shall not have any duty to ascertain or to inquire either as to the performance or observance of any termof the terms, covenant covenants or condition conditions of this Agreement or any of the other Loan DocumentTransaction Documents on the part of the Borrower, as the Transferor, or the Servicer or to inspect the financial condition property (including the books and records) of any Loan Party the Borrower, the Transferor, or as to the existence or possible existence of any Default or Event of Default, Servicer; (fiv) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement, any of the other Loan Document Transaction Documents or any other instrument or document furnished pursuant hereto or thereto thereto; and (gv) 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 or other instrument or writing (which writing may be a telecopy or electronic mailby facsimile) or any telephone message 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 (Fifth Street Finance Corp.)
Administrative Agent’s Reliance, Etc. None of the Administrative Agent Agent, any of its Affiliates or any of its Affiliates, their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it, him, her or them under or in connection with this Agreement or the other Loan Documents, except for its, his, her or their own gross negligence or willful misconduct. Without limiting the foregoing, the Administrative Agent (a) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 11.2(e) 11.2 (Assignments and Participations), (b) may rely on the Register to the extent set forth in Section 2.7 11.2(c) (Evidence of DebtAssignments and Participations), (c) may consult with legal counsel (including counsel to the Borrower or any other Loan 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, (d) makes no warranty or representation to any 103 Lender or Issuer and shall not be responsible to any Lender or Issuer for any statements, warranties or representations made by or on behalf of the Company Borrower or any of its Subsidiaries in or in connection with this Agreement or any other Loan Document, (e) shall not have any duty to ascertain or to inquire either as to the performance or observance of any term, covenant or condition of this Agreement or any other Loan Document, as to the financial condition of any Loan Party or as to the existence or possible existence of any Default or Event of Default, (f) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement, any other Loan Document or any other instrument or document furnished pursuant hereto or thereto and (g) 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 writing may be a telecopy or electronic mail) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties.
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Administrative Agent’s Reliance, Etc. None of Neither the Administrative Agent or nor any of its Affiliates, directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it, him, her it or them as Administrative Agent under or in connection with this Agreement or any of the other Loan Transaction Documents, except for its, his, her its or their own gross negligence or willful misconduct. Without 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 11.2(e) (Assignments and Participations), (b) may rely on the Register to the extent set forth in Section 2.7 (Evidence of Debt), (ci) may consult with legal counsel (including counsel to for the Borrower or any other Loan PartyBorrower), 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, ; (dii) makes no warranty or representation to any Lender or Issuer and shall not be responsible to any Lender or Issuer for any statements, warranties or representations made by or on behalf of the Company or any of its Subsidiaries other Person in or in connection with this Agreement or any other Loan Document, Agreement; (eiii) shall not have any duty to ascertain or to inquire either as to the performance or observance of any termof the terms, covenant covenants or condition conditions of this Agreement or any of the other Loan Document, as to Transaction Documents on the financial condition part of any Loan Party of the Borrower, the Collateral Manager or as the Equity Investor or to inspect the existence or possible existence property (including the books and records) of any Default of the Borrower, the Collateral Manager or Event of Default, the Equity Investor; (fiv) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement, any of the other Loan Document Transaction Documents or any other instrument or document furnished pursuant hereto or thereto thereto; and (gv) 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 or other instrument or writing (which writing may be a telecopy or electronic mailby facsimile) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, the administration, submission or any other matter related to Daily Simple SOFR or other rates in the definition thereof or with respect to any USActive 57310676.6USActive 60324964.3 alternative or successor rate thereto, or replacement rate thereof, including without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate, as it may or may not be adjusted pursuant to Section 12.1, will be similar to, or produce the same value or economic equivalence of Daily Simple SOFR, or have the same volume or liquidity as Daily Simple SOFR or any other Benchmark prior to its discontinuance or unavailability.
Appears in 1 contract
Samples: Loan and Security Agreement (Nuveen Churchill Direct Lending Corp.)
Administrative Agent’s Reliance, Etc. None of the Administrative Agent Agent, any of its Affiliates or any of its Affiliates, their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it, him, her or them under or in connection with this Agreement or the other Loan Documents, except for its, his, her or their own gross negligence or willful misconduct. Without limiting the foregoing, the Administrative Agent (a) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 11.2(e) (Assignments and Participations)10.6, (b) may rely on the Register to the extent set forth in Section 2.7 (Evidence of Debt10.6(d), (c) may consult with legal counsel (including counsel to the Borrower or any other Loan 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, (d) makes no warranty or representation to any Lender or Issuer Issuing Lender and shall not be responsible to any Lender or Issuer Issuing Lender for any statements, warranties or representations made by or on behalf of the Company Borrower or any of its Subsidiaries in or in connection with this Agreement or any other Loan Document, (e) shall not have any duty to ascertain or to inquire either as to the performance or observance of any term, covenant or condition of this Agreement or any other Loan Document, as to the financial condition of any Loan Party or as to the existence or possible existence of any Default or Event of Default, (f) shall not be responsible to any Lender or Issuer Issuing Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement, any other Loan Document or any other instrument or document furnished pursuant hereto or thereto and (g) 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 writing may be a telecopy or electronic mail) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties.
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Administrative Agent’s Reliance, Etc. None of the Administrative Agent Agent, any of its Affiliates or any of its Affiliates, their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it, him, her or them under or in connection with this Agreement or the other Loan Documents, except for its, his, her or their own gross negligence or willful misconduct. Without limiting the foregoing, the Administrative Agent (a) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 11.2(e) (Assignments and Participations), (b) may rely on the Register to the extent set forth in Section 2.7 2.6 (Evidence of Debt), (c) may consult with legal counsel (including counsel to the Borrower or any other Loan 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, (d) makes no warranty or representation to any Lender or Issuer and shall not be responsible to any Lender or Issuer for any statements, warranties or representations made by or on behalf of the Company any Loan Party or any of its such Loan Party's Subsidiaries in or in connection with this Agreement or any other Loan Document, (e) shall not have any duty to ascertain or to inquire either as to the performance or observance of any term, covenant or condition of this Agreement or any other Loan Document, as to the financial condition of any Loan Party or as to the existence or possible existence of any Default or Event of Default, (f) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement, any other Loan Document or any other instrument or document furnished pursuant hereto or thereto and (g) 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 writing may be a telecopy or electronic mail) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties.
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Administrative Agent’s Reliance, Etc. None of the Administrative Agent Agent, any of its Affiliates or any of its Affiliates, their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it, him, her or them under or in connection with this Agreement or the other Loan Documents, except for its, his, her or their own gross negligence or willful misconduct. Without limiting the foregoing, the Administrative Agent (a) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 11.2(e) 10.2 (Assignments and Participations), (b) may rely on the Register to the extent set forth in Section 2.7 2.6 (Evidence of Debt), (c) may consult with legal counsel (including counsel to the Borrower or any other Loan PartyBorrower), 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, (d) makes no warranty or representation to any Lender or Issuer and shall not be responsible to any Lender or Issuer for any statements, warranties or representations made by or on behalf of the Company Borrower or any of its the Borrower’s Subsidiaries in or in connection with this Agreement or any other Loan Document, (e) shall not have any duty to ascertain or to inquire either as to the performance or observance of any term, covenant or condition of this Agreement or any other Loan Document, as to the financial condition of the Borrower or any Loan Party of its Subsidiaries or as to the existence or possible existence of any Default or Event of Default, (f) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement, any other Loan Document or any other instrument or document furnished pursuant hereto or thereto and (g) 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 writing may be a telecopy or electronic mail) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties.. Exhibit 10.2
Appears in 1 contract
Samples: Term Loan Agreement (Boardwalk Pipeline Partners, LP)
Administrative Agent’s Reliance, Etc. None of Neither the ------------------------------------- Administrative Agent or nor any of its Affiliates, directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it, him, her it or them under or in connection with this Agreement or the other Loan DocumentsAgreement, except for its, his, her its or their own gross negligence or willful misconduct. Without limiting limitation of the generality of the foregoing, the Administrative Agent (ai) may treat the payee assignee under any Certificate as the holder thereof until the Administrative Agent receives written notice of any Note as its holder until the Assignment in respect thereof signed by such Note has been assigned in accordance with Section 11.2(e) assignee; (Assignments and Participations), (b) may rely on the Register to the extent set forth in Section 2.7 (Evidence of Debt), (cii) may consult with legal counsel (including counsel to for the Borrower or any other Loan PartySeller), 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, ; (diii) makes no warranty or representation to any Lender or Issuer Person and shall not be responsible to any Lender or Issuer Person for any statements, warranties or representations (whether written or oral) made by or on behalf of the Company or any of its Subsidiaries in or in connection with this Agreement or any other Loan Document, Agreement; (eiv) shall not have any duty to ascertain or to inquire either as to the performance or observance of any termof the terms, covenant covenants or condition conditions of this Agreement on the part of the Seller, or of any Transfer Agreement on the part of the Seller or the Seller Subsidiary a party thereto, or to inspect the property (including the books and records) of the Seller or any other Loan Document, as to the financial condition of any Loan Party or as to the existence or possible existence of any Default or Event of Default, Seller Subsidiary; (fv) shall not be responsible to any Lender or Issuer Secondary Purchaser for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, of this Agreement or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement, any other Loan Document Transfer Agreement or any other instrument or document furnished pursuant hereto or thereto hereto; and (gvi) 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 writing may be a telecopy by facsimile, telegram, cable or electronic mailtelex) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Georgia Pacific Corp)
Administrative Agent’s Reliance, Etc. None Notwithstanding any other provisions of this Agreement, any other Loan Documents or the Guaranty, neither the Administrative Agent or nor any of its Affiliates, directors, officers, agents agents, employees or employees counsel shall be liable for any action taken or omitted to be not taken by it, him, her or them it under or in connection with this Agreement or the any other Loan DocumentsDocument, except for its, his, her its or their own gross negligence or willful misconductmisconduct in connection with its duties expressly set forth herein or therein. Without limiting the generality of the foregoing, the Administrative Agent (a) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 11.2(e) (Assignments and Participations), (b) may rely on the Register to the extent set forth in Section 2.7 (Evidence of Debt), (c) Agent: may consult with legal counsel (including its own counsel to or counsel for the Borrower or any other Loan PartyBorrower), 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. Neither the Administrative Agent nor any of its directors, officers, agents, employees or counsel: (da) makes no any warranty or representation to any Lender or Issuer any other Person and shall not be responsible to any Lender or Issuer any other Person for any statementsstatement, warranties warranty or representations representation made or deemed made by or on behalf of the Company Borrower, any other Loan Party or any of its Subsidiaries other Person in or in connection with this Agreement or any other Loan Document, ; (eb) shall not have any duty to ascertain or to inquire either as to the performance or observance of any termof the terms, covenant covenants or condition conditions of this Agreement or any other Loan Document, as to Document or the financial condition satisfaction of any conditions precedent under this Agreement or any Loan Party Document on the part of the Borrower or as to other Persons or inspect the existence property, books or possible existence records of the Borrower or any Default or Event of Default, other Person; (fc) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, of this Agreement or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement, any other Loan Document or Document, any other instrument or document furnished pursuant hereto thereto or thereto 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 Guaranty or any other document, instrument, agreement, certificate or statement delivered in connection therewith; and (ge) shall incur no any 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 writing may be a by telephone, telecopy or electronic mail) or any telephone message 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 Guaranty 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 1 contract
Administrative Agent’s Reliance, Etc. None of the Administrative Agent Agent, any of its Affiliates or any of its Affiliates, their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it, him, her or them under or in connection with this Agreement or the other Loan Documents, except for its, his, her or their own gross negligence or willful misconduct. Without limiting the foregoing, the Administrative Agent (a) may treat the payee of any Note as its holder until such Note has been assigned 85 Credit Agreement FMC Corporation in accordance with Section 11.2(e) 11.2 (Assignments and Participations), (b) may rely on the Register to the extent set forth in Section 2.7 11.2(c) (Evidence of DebtAssignments and Participations), (c) may consult with legal counsel (including counsel to the Borrower or any other Loan 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, (d) makes no warranty or representation to any Lender or Issuer and shall not be responsible to any Lender or Issuer for any statements, warranties or representations made by or on behalf of the Company Borrower or any of its Subsidiaries in or in connection with this Agreement or any other Loan Document, (e) shall not have any duty to ascertain or to inquire either as to the performance or observance of any term, covenant or condition of this Agreement or any other Loan Document, as to the financial condition of any Loan Party or as to the existence or possible existence of any Default or Event of Default, (f) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement, any other Loan Document or any other instrument or document furnished pursuant hereto or thereto and (g) 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 writing may be a telecopy or electronic mail) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 1 contract
Samples: Credit Agreement (FMC Corp)
Administrative Agent’s Reliance, Etc. None of Notwithstanding anything to the contrary in any Credit Document, neither Administrative Agent or nor any of its Affiliates, directors, officers, agents or employees Representatives shall be liable for any action taken or omitted to be taken by it, him, her it or them under or in connection with this Agreement or the other Loan Credit Documents, except for its, his, her its or their own gross negligence or willful misconduct. Without limiting limitation of the generality of the foregoing, the Administrative Agent Agent: (a) may treat the payee of any Note as its the holder until such Note has been assigned in accordance with Section 11.2(e) (Assignments and Participations), thereof; (b) may rely on the Register to the extent set forth in Section 2.7 (Evidence of Debt), (c) may consult with legal counsel (including counsel to the Borrower or any other Loan Partyfor Co-Borrowers), independent public accountants and other experts selected by it or Co-Borrowers 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, ; (dc) 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 Company or any of its Subsidiaries in or in connection with this Agreement or any other Loan Document, the Credit Documents; (ed) shall not have any duty to ascertain or to inquire either as to the performance or observance of any termof the terms, covenant covenants or condition conditions of this agreement on the part of Co-Borrowers or to inspect the property (including the books and records) Credit Agreement or any other Loan Documentof Co-Borrowers, as to except receipt of delivery of the financial condition of any Loan Party or as to the existence or possible existence of any Default or Event of Defaultitems required under Sections 3.2, 4.1, 4.3, 5(a), 5(b), and 7.1; (fe) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement, any other Loan Document agreement or any other instrument or document furnished pursuant hereto or thereto hereto; and (gf) shall incur no liability under or in respect of this Agreement or any other Loan Document agreement by acting upon any notice, consent, certificate or other instrument or writing (which writing may be a telecopy or electronic mailby telecopy) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 1 contract
Samples: Credit Agreement (American Business Financial Services Inc /De/)
Administrative Agent’s Reliance, Etc. None of the Administrative Agent or any of its Affiliates, directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it, him, her or them under or in connection with this Agreement or the other Loan Documents, except for its, his, her or their own gross negligence or willful misconduct. Without limiting the foregoing, the Administrative Agent (a) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 11.2(e13.9(i) (Assignments and Participations), (b) may rely on the Register to the extent set forth in Section 2.7 4.14 (Evidence of Debt), (c) may consult with legal counsel (including counsel to the Borrower or any other Loan 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, (d) makes no warranty or representation to any Lender or Issuer and shall not be responsible to any Lender or Issuer for any statements, warranties or representations made by or on behalf of the Company Borrower or any of its Subsidiaries in or in connection with this Agreement or any other Loan Document, (e) shall not have any duty to ascertain or to inquire either as to the performance or observance of any term, covenant or condition of this Agreement or any other Loan Document, as to the financial condition of any Loan Party or as to the existence or possible existence of any Default or Event of Default, (f) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement, any other Loan Document or any other instrument or document furnished pursuant hereto or thereto and (g) 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 writing may be a telecopy or electronic mail) or any telephone message 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. None of the Administrative Agent Agent, any of its Affiliates or any of its Affiliates, their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it, him, her or them under or in connection with this Agreement or the other Loan Documents, except for its, his, her or their own gross negligence or willful misconduct. Without limiting the foregoing, the Administrative Agent (a) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 11.2(e) (Assignments and Participations)10.2, (b) may rely on the Register to the extent set forth in Section 2.7 (Evidence of Debt)2.6, (c) may consult with legal counsel (including counsel to the Borrower or any other Loan PartyBorrower), 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, (d) makes no warranty or representation to any Lender or Issuer and shall not be responsible to any Lender or Issuer for any statements, warranties or representations made by or on behalf of the Company Borrower or any of its the Borrower’s Subsidiaries in or in connection with this Agreement or any other Loan Document, (e) shall not have any duty to ascertain or to inquire either as to the performance or observance of any term, covenant or condition of this Agreement or any other Loan Document, as to the financial condition of the Borrower or any Loan Party of its Subsidiaries or as to the existence or possible existence of any Default or Event of Default, (f) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement, any other Loan Document or any other instrument or document furnished pursuant hereto or thereto and (g) shall incur no liability under or in respect of this Agreement or any other Loan Document Exhibit 10.5 by acting upon any notice, consent, certificate or other instrument or writing (which writing may be a telecopy or electronic mail) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 1 contract
Samples: Term Loan Agreement (Boardwalk Pipeline Partners, LP)
Administrative Agent’s Reliance, Etc. None of the Administrative Agent Agent, any of its Affiliates or any of its Affiliates, their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it, him, her or them under or in connection with this Agreement or the other Loan Documents, except for its, his, her or their own gross negligence or willful misconduct. Without limiting the foregoing, the Administrative Agent (a) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 11.2(e) (Assignments and Participations), (b) may rely on the Register to the extent set forth in Section 2.7 (Evidence of Debt), (c) may consult with legal counsel (including counsel to the Borrower or any other Loan 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, (d) makes no warranty or representation to any Lender or Issuer and shall not be responsible to any Lender or Issuer for any statements, warranties or representations made by or on behalf of the Company Borrower or any of its Subsidiaries in or in connection with this Agreement or any other Loan Document, (e) shall not have any duty to ascertain or to inquire either as to the performance or observance of any term, covenant or condition of this Agreement or any other Loan Document, as to the financial condition of any Loan Party or as to the existence or possible existence of any Default or Event of Default, (f) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement, any other Loan Document or any other instrument or document furnished pursuant hereto or thereto and (g) 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 writing may be a telecopy or electronic mail) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties.. Credit Agreement Orbital Sciences Corporation
Appears in 1 contract
Administrative Agent’s Reliance, Etc. None Notwithstanding any other provisions of this Agreement, any other Loan Documents or the Other Related Documents, neither Administrative Agent or nor any of its Affiliates, directors, officers, agents agents, employees or employees counsel shall be liable for any action taken or omitted to be not taken by it, him, her or them it under or in connection with this Agreement or the any other Loan DocumentsDocument, except for its, his, her its or their own gross negligence or willful misconductmisconduct in connection with its duties expressly set forth herein or therein. Without limiting the generality of Loan No. 102919 the foregoing, the Administrative Agent (a) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 11.2(e) (Assignments and Participations), (b) may rely on the Register to the extent set forth in Section 2.7 (Evidence of Debt), (c) Agent: may consult with legal counsel (including its own counsel to the or counsel for Borrower or any other Loan 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. Neither Administrative Agent nor any of its directors, officers, agents, employees or counsel: (da) makes no any warranty or representation to any Lender or Issuer any other Person and shall not be responsible to any Lender or Issuer any other Person for any statementsstatement, warranties warranty or representations representation made or deemed made by or on behalf of the Company Borrower, any other Loan Party or any of its Subsidiaries other Person in or in connection with this Agreement or any other Loan Document, ; (eb) shall not have any duty to ascertain or to inquire either as to the performance or observance of any termof the terms, covenant covenants or condition conditions of this Agreement or any other Loan Document, as to Document or the financial condition satisfaction of any conditions precedent under this Agreement or any Loan Party Document on the part of Borrower or as to other Persons or inspect the existence property, books or possible existence records of Borrower or any Default or Event of Default, other Person; (fc) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, of this Agreement or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement, any other Loan Document or Document, any other instrument or document furnished pursuant hereto thereto; (d) shall have any liability in respect of any recitals, statements, certifications, representations or thereto and 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; or (ge) shall incur no any 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 writing may be a by telephone, telecopy or electronic mail) or any telephone message believed by it to be genuine and signed signed, sent or sent given by the proper party or parties. 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 1 contract
Administrative Agent’s Reliance, Etc. None of Neither the Administrative Agent nor any of its Affiliates or any of its Affiliates, the respective directors, officers, agents or employees of the Administrative Agent or any such Affiliate shall be liable for any action taken or omitted to be taken by it, him, her or them under or in connection with this Agreement or the other Loan Documents, except for its, his, her or their own gross negligence or willful misconduct. Without limiting the foregoing, the Administrative Agent (a) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 11.2(e) (Assignments and Participations), 11.2; (b) may rely on the Register to the extent set forth in Section 2.7 (Evidence of Debt11.2(c), ; (c) may consult with legal counsel (including counsel to the Borrower Borrowers or any other Loan 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, ; (d) makes no warranty or representation to any Lender or Issuer and shall not be responsible to any Lender or Issuer for any statements, warranties or representations made by or on behalf of the Company Terra Industries or any of its Subsidiaries in or in connection with this Agreement or any of the other Loan Document, Documents; (e) shall not have any duty to ascertain or to inquire either as to the performance or observance of any termof the terms, covenant covenants or condition conditions of this Agreement or any of the other Loan Document, as to Documents or the financial condition of any Loan Party Party, or as to the existence or possible existence of any Default or Event of Default, ; (f) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, of this Agreement or any of the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement, any other Loan Document Documents or any other instrument or document furnished pursuant hereto or thereto thereto; and (g) 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 or other instrument or writing (which writing may be a telecopy or electronic mailby telecopy) or any telephone message 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. None of Neither the Administrative Agent or nor any of its Affiliates, directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it, him, her it or them as Administrative Agent under or in connection with this Agreement or any of the other Loan Transaction Documents, except for its, his, her its or their own gross negligence or willful misconduct. Without 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 11.2(e) (Assignments and Participations), (b) may rely on the Register to the extent set forth in Section 2.7 (Evidence of Debt), (ci) may consult with legal counsel (including counsel to for the Borrower or any other Loan PartyBorrower), 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, ; (dii) makes no warranty or representation to any Lender or Issuer and shall not be responsible to any Lender or Issuer for any statements, warranties or representations made by or on behalf of the Company or any of its Subsidiaries other Person in or in connection with this Agreement or any other Loan Document, Agreement; (eiii) shall not have any duty to ascertain or to inquire either as to the performance or observance of any termof the terms, covenant covenants or condition conditions of this Agreement or any of the other Loan Document, as to Transaction Documents on the financial condition part of any Loan Party of the Borrower, the Collateral Manager or as the Equity Investor or to inspect the existence or possible existence property (including the books and records) of any Default of the Borrower, the Collateral Manager or Event of Default, the Equity Investor; (fiv) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement, any of the other Loan Document Transaction Documents or any other instrument or document furnished pursuant hereto or thereto thereto; and (gv) 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 or other instrument or writing (which writing may be a telecopy or electronic mailby facsimile) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, the administration, submission or any other matter related to the London interbank offered rate or other rates in the definition of “LIBOR Rate” or with respect to any alternative or successor rate thereto, or replacement rate thereof, including without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate, as it may or may not be adjusted pursuant to Section 12.1, will be similar to, or produce the same value or economic equivalence of, the LIBOR Rate or have the same volume or liquidity as did the London interbank offered rate prior to its discontinuance or unavailability.
Appears in 1 contract
Samples: Loan and Security Agreement (Nuveen Churchill BDC INC.)
Administrative Agent’s Reliance, Etc. None of the Administrative Agent Agent, any of its Affiliates or any of its Affiliates, their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it, him, her or them under or in connection with this Agreement or the other Loan Documents, except for its, his, her or their own gross negligence or willful misconduct. Without limiting the foregoing, the Administrative Agent (a) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 11.2(e) 2.6 (Assignments and ParticipationsEvidence of Debt), (b) may rely on the Register to the extent set forth in Section 2.7 10.2(c) (Evidence of DebtAssignments and Participations), (c) may consult with legal counsel (including counsel to the Borrower or any other Loan 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, (d) makes no warranty or representation to any Lender or Issuer and shall not be responsible to any Lender or Issuer for any statements, warranties or representations made by or on behalf of the Company Borrower or any of its Subsidiaries in or in connection with this Agreement or any other Loan Document, (e) shall not have any duty to ascertain or to inquire either as to the performance or observance of any term, covenant or condition of this Agreement or any other Loan Document, as to the financial condition of any Loan Party or as to the existence or possible existence of any Default or Event of Default, (f) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement, any other Loan Document or any other instrument or document furnished pursuant hereto or thereto and (g) 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 writing may be a telecopy or electronic mail) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties. 57 CREDIT AGREEMENT AMKOR TECHNOLOGY, INC.
Appears in 1 contract
Administrative Agent’s Reliance, Etc. None of the Administrative Agent Agent, any of its Affiliates or any of its Affiliates, their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it, him, her or them under or in connection with this Agreement or the other Loan Documents, except for its, his, her or their own gross negligence or willful misconductmisconduct (as determined in a final, non-appealable judgment of a court of competent jurisdiction). Without limiting the foregoing, the Administrative Agent (a) may treat the payee of any Note as its holder until the Obligations represented by such Note has have been assigned in accordance with Section 11.2(e) (Assignments and Participations)11.2, (b) may rely on the Register to the extent set forth in Section 2.7 (Evidence of Debt11.2(c), (c) may consult with legal counsel (including counsel to the Borrower or any other Loan 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, (d) makes no warranty or representation to any Lender or Issuer and shall not be responsible to any Lender or Issuer for any statements, warranties or representations made by or on behalf of the Company Holdings or any of its Subsidiaries in or in connection with this Agreement or any other Loan Document, (e) shall not have any duty to ascertain or to inquire either as to the performance or observance of any term, covenant or condition of this Agreement or any other Loan Document, as to the financial condition of any Loan Party or as to the existence or possible existence of any Default or Event of Default, (f) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement, any other Loan Document or any other instrument or document furnished pursuant hereto or thereto and (g) 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 writing may be a telecopy or electronic mail) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties.any
Appears in 1 contract
Administrative Agent’s Reliance, Etc. None Notwithstanding any other provisions of this Agreement or any other Loan Documents, neither the Administrative Agent or nor any of its Affiliates, directors, officers, agents agents, employees or employees counsel shall be liable for any action taken or omitted to be taken by it, him, her it or them under or in connection with this Agreement or the any other Loan DocumentsDocument, except for its, his, her its or their own gross negligence or willful misconductmisconduct as determined by a court of competent jurisdiction in a final, non-appealable judgment. Without limiting the generality of the foregoing, the Administrative Agent Agent: (a) may treat the payee of any Term Note as its the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such Note has been assigned payee and in accordance with Section 11.2(e) (Assignments and Participations), form satisfactory to the Administrative Agent; (b) may rely on the Register to the extent set forth in Section 2.7 (Evidence of Debt), (c) may consult with legal counsel (including its own counsel to the Borrower or counsel for any other Loan 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, ; (dc) makes no warranty or representation to any Lender or Issuer any other Person and shall not be responsible to any Lender or Issuer any other Person for any statements, warranties or representations made by or on behalf of the Company or any of its Subsidiaries Person in or in connection with this Agreement or any other Loan Document, ; (ed) shall not have any duty to ascertain or to inquire either as to the performance or observance of any termof the terms, covenant covenants or condition conditions of any of this Agreement or any other Loan Document, as to Document or the financial condition satisfaction of any conditions precedent under this Agreement or any Loan Party Document on the part of the Borrower or as other Persons (except for the delivery to the existence or possible existence it of any Default certificate or Event document specifically required to be delivered to it pursuant to Section 6.1) or inspect the property, books or records of Default, the Borrower or any other Person; (fe) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, of this Agreement or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement, any other Loan Document or Document, any other instrument or document furnished pursuant hereto thereto or thereto 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 (gf) 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 writing may be a telecopy by telephone, telecopy, or electronic mail) or any telephone message 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 6.1 and 6.2 that have not previously been waived by the Requisite Lenders.
Appears in 1 contract
Samples: Credit Agreement (National Storage Affiliates Trust)
Administrative Agent’s Reliance, Etc. None of Neither the Administrative Agent or Agent, its Affiliates nor any of its or its Affiliates, ' directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it, him, her it or them under or in connection with this Agreement or the other Loan Documents, except for its, his, her its or their own gross negligence or willful misconduct. Without limiting limitation of the generality of the foregoing, the Administrative Agent Agent: (a) may treat the payee of any Note as its the holder thereof until the Administrative Agent receives and accepts an Assumption Agreement entered into by an Assuming Lender as provided in Section 2.16 or an Assignment and Acceptance entered into by the Lender that is the payee of such Note has been assigned Note, as assignor, and an Eligible Assignee, as assignee, as provided in accordance with Section 11.2(e) (Assignments and Participations), 9.07; (b) may consult with and rely on the Register to the extent set forth in Section 2.7 (Evidence of Debt), (c) may consult with legal counsel (including counsel to the Borrower or for any other Loan 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, ; (dc) makes no warranty or representation to any Lender or Issuer Party and shall not be responsible to any Lender or Issuer Party for any recitals, statements, warranties or representations (whether written or oral) made by or on behalf of the Company or any of its Subsidiaries in or in connection with this Agreement the Loan Documents or any certificate or other document referred to or provided for in, or received by any of them under, any Loan Document, ; (ed) shall not have any duty to ascertain or to inquire either as to the performance or observance of any termof the terms, covenant covenants or condition conditions of this Agreement or any other Loan Document, as to Document on the financial condition part of any Loan Party or as to inspect the existence or possible existence property (including the books and records) of any Default or Event of Default, Loan Party; (fe) shall not be responsible to any Lender or Issuer Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any Lien lien or security interest created or purported to be created under or in connection with, this Agreement, any other Loan Document or any other instrument or document furnished pursuant hereto thereto; (f) shall not be required to initiate or thereto conduct any litigation or collection proceedings under any Loan Document; (g) shall be entitled to rely upon any certification, notice, instrument, writing or other communication (including, without limitation, any thereof by telephone or telecopy) believed by it to be genuine and correct and to have been signed, sent or made by or on behalf of the proper Person or Persons; and (gh) 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 writing may be a by telegram, telecopy or electronic mailtelex) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 1 contract
Samples: Credit Agreement (Amdocs LTD)
Administrative Agent’s Reliance, Etc. None of the Administrative Agent Agent, any of its Affiliates or any of its Affiliates, their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it, him, her or them under or in connection with this Agreement or the other Loan Credit Documents, except for its, his, her or their own gross negligence or willful misconduct. Without limiting the foregoing, the Administrative Agent (a) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 11.2(e) (Assignments and Participations), (b) may rely on the Register to the extent set forth in Section 2.7 11.2(c) (Evidence of DebtAssignments and Participations), (cb) may consult with legal counsel (including counsel to the Borrower or any other Loan 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, (dc) makes no warranty or representation to any Lender or Issuer and shall not be responsible to any Lender or Issuer for any statements, warranties or representations made by or on behalf of the Company Borrower or any of its Subsidiaries in or in connection with this Agreement or any other Loan Credit Document, (ed) shall not have any duty to ascertain or to inquire either as to the performance or observance of any term, covenant or condition of this Agreement or any other Loan Credit Document, as to the financial condition of any Loan Credit Party or as to the existence or possible existence of any Default or Event of Default, (fe) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement, any other Loan Credit Document or any other instrument or document furnished pursuant hereto or thereto and (gf) 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 writing may be a telecopy or electronic mail) or any telephone message 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. None of Neither the Administrative Agent or nor any of its Affiliates, directors, officers, agents agents, employees or employees counsel shall be liable for any action taken or omitted to be taken by it, him, her it or any of them under or in connection with this Agreement or the other Loan DocumentsAgreement, except for its, his, her its or their own gross negligence or willful misconduct. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by the Administrative Agent with reasonable care. Without limiting the generality of the foregoing, the Administrative Agent Agent: (a) may deem and treat the payee of any Note as its the holder thereof for all purposes until such Note has been assigned the Administrative Agent receives and accepts an Assignment Agreement executed in accordance with Section 11.2(e) (Assignments and Participations), 13.5.; (b) may rely on the Register to the extent set forth in Section 2.7 (Evidence of Debt), (c) may consult with and rely upon legal counsel (including its own counsel to or counsel for the Borrower or any other Loan 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, ; (dc) makes no warranty or representation to any Lender or Issuer any other Person and shall not be responsible to any Lender or Issuer any other Person for any statements, warranties or representations made by or on behalf of the Company or any of its Subsidiaries Person in or in connection with this Agreement or any other Loan Document, ; (ed) shall not have any duty to ascertain or to inquire either as to the performance or observance of any termof the terms, covenant covenants or condition conditions of any of this Agreement or any other Loan Document, as to Document or the financial condition satisfaction of any conditions precedent under this Agreement or any Loan Party Document on the part of the Borrower or as to other Persons or inspect the existence property, books or possible existence records of the Borrower or any Default or Event of Default, other Person; (fe) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, of this Agreement or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement, any other Loan Document or Document, any other instrument or document furnished pursuant hereto thereto or thereto 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 (gf) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon (and shall be entitled to rely upon) any notice, consent, certificate certificate, instrument, writing or other instrument or writing communication (which writing may be a telecopy by telephone or electronic mailtelecopy) or any telephone message believed by it to be genuine and signed correct and signed, sent or sent given by or on behalf of the proper party Person or partiesPersons.
Appears in 1 contract
Administrative Agent’s Reliance, Etc. None Notwithstanding any other provisions of this Agreement or any other Loan Documents, neither the Administrative Agent or nor any of its Affiliates, directors, officers, agents agents, employees or employees counsel shall be liable for any action taken or omitted to be taken by it, him, her it or them under or in connection with this Agreement or the any other Loan DocumentsDocument, except for its, his, her its or their own gross negligence or willful misconductmisconduct as determined by a court of competent jurisdiction in a final, non-appealable judgment. Without limiting the generality of the foregoing, the Administrative Agent Agent: (a) may treat the payee of any Note as its the holder thereof until the LEGAL02/42113124v8 Administrative Agent receives written notice of the assignment or transfer thereof signed by such Note has been assigned payee and in accordance with Section 11.2(e) (Assignments and Participations), form satisfactory to the Administrative Agent; (b) may rely on the Register to the extent set forth in Section 2.7 (Evidence of Debt), (c) may consult with legal counsel (including its own counsel to or counsel for the Borrower or any other Loan 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, ; (dc) makes no warranty or representation to any Lender or Issuer any other Person and shall not be responsible to any Lender or Issuer any other Person for any statements, warranties or representations made by or on behalf of the Company or any of its Subsidiaries Person in or in connection with this Agreement or any other Loan Document, ; (ed) shall not have any duty to ascertain or to inquire either as to the performance or observance of any termof the terms, covenant covenants or condition conditions of any of this Agreement or any other Loan Document, as to Document or the financial condition satisfaction of any conditions precedent under this Agreement or any Loan Party Document on the part of the Borrower or as other Persons (except for the delivery to the existence or possible existence it of any Default certificate or Event document specifically required to be delivered to it pursuant to Section 5.1.) or inspect the property, books or records of Default, the Borrower or any other Person; (fe) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, of this Agreement or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement, any other Loan Document or Document, any other instrument or document furnished pursuant hereto thereto or thereto 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 (gf) 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 writing may be a telecopy by telephone, telecopy, or electronic mail) or any telephone message 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 1 contract
Samples: Credit Agreement (CubeSmart, L.P.)
Administrative Agent’s Reliance, Etc. None of Neither the Administrative Agent Agent, nor any of its Affiliates or any of its Affiliates, the respective directors, officers, agents or employees of the Administrative Agent or any such Affiliate shall be liable for any action taken or omitted to be taken by it, him, her or them under or in connection with this Agreement or the other Loan Documents, except for its, his, her or their own gross negligence or willful misconduct. Without limiting limitation of the generality of the foregoing, the Administrative Agent (ai) may treat the payee of any Revolving Credit Note as its the holder thereof until such Note note has been assigned in accordance with Section 11.2(e) 10.7; (Assignments and Participations), (bii) may rely on the Register to the extent set forth in Section 2.7 10.7(c); (Evidence of Debt), (ciii) may consult with legal counsel (including including, without limitation, counsel to the any Borrower or any other Loan 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, ; (div) makes no warranty or representation to any Lender or Issuer and shall not be responsible to any Lender or Issuer for any statements, warranties or representations made by or on behalf of the Company or any of its Subsidiaries in or in connection with this Agreement or any of the other Loan Document, Documents; (ev) shall not have any duty to ascertain or to inquire either as to the performance or observance of any termof the terms, covenant -101- 109 covenants or condition conditions of this Agreement or any of the other Loan Document, as to Documents on the financial condition part of any Borrower or any other Loan Party or as to inspect the existence or possible existence property (including, without limitation, the books and records) of any Default Borrower or Event of Default, any other Loan Party; (fvi) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, of this Agreement or any of the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement, any other Loan Document Documents or any other instrument or document furnished pursuant hereto or thereto thereto; and (gvii) 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 or other instrument or writing (which writing may be a telecopy by telegram, cable, telex or electronic mailfacsimile transmission) or any telephone message 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. None of Neither the Administrative Agent or nor any of its Affiliates, directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it, him, her it or them under or in connection with this Agreement or the other any Loan DocumentsDocument, except for its, his, her its or their own gross negligence or willful wilful misconduct. Without limiting limitation of the generality of the foregoing, the Administrative Agent Agent: (ai) may treat the payee of any Note as its the holder thereof until the Administrative Agent receives and accepts a Lender Assignment entered into by the Lender which is the payee of such Note has been assigned in accordance with Section 11.2(e) (Assignments Note, as assignor, and Participations)an assignee, (b) may rely on the Register to the extent set forth as provided in Section 2.7 10.07; (Evidence of Debt), (cii) may consult with legal counsel (including counsel to for the Borrower or any other Loan PartyBorrower), 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, ; (diii) makes no warranty or representation to any Lender or Issuer and shall not be responsible to any Lender for the Information Memorandum or Issuer for any other statements, warranties or representations made by or on behalf of the Company or any of its Subsidiaries in or in connection with this Agreement or any other Loan Document, ; (eiv) shall not have any duty to ascertain or to inquire either as to the performance or observance of any termof the terms, covenant covenants or condition of this Agreement or any other Loan Document, as to the financial condition conditions of any Loan Party Document on the part of the Borrower to be performed or as observed, or to inspect any property (including the existence or possible existence books and records) of any Default or Event of Default, the Borrower; (fv) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any Lien created or purported to be created under or in connection withLoan Document, this Agreement, any other Loan Document Significant Contract or any other instrument or document furnished pursuant hereto or thereto hereto; and (gvi) 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 writing may be a telecopy by telegram, cable or electronic mailtelex) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 1 contract
Samples: Collateral Agency Agreement (North Atlantic Energy Corp /Nh)
Administrative Agent’s Reliance, Etc. None of the Administrative Agent Agent, any of its Affiliates or any of its Affiliates, their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it, him, her or them under or in connection with this Agreement or the other Loan Documents, except for its, his, her or their own gross negligence or willful misconduct. Without limiting the foregoing, the Administrative Agent (a) may treat the payee of any Revolving Credit Note as its holder until such Revolving Credit Note has been assigned in accordance with Section 11.2(e) 10.2 (Assignments and Participations), (b) may rely on the Register to the extent set forth in Section 2.7 2.6 (Evidence of Debt), (c) may consult with legal counsel (including counsel to the Borrower Borrowers or any other Loan 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, (d) makes no warranty or representation to any Lender or Issuer and shall not be responsible to any Lender or Issuer for any statements, warranties or representations made by or on behalf of the Company MLP, the Borrowers or any of its the Borrowers’ Subsidiaries in or in connection with this Agreement or any other Loan Document, (e) shall not have any duty to ascertain or to inquire either as to the performance or observance of any term, covenant or condition of this Agreement or any other Loan Document, as to the financial condition of any Loan Party or as to the existence or possible existence of any Default or Event of Default, (f) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement, any other Loan Document or any other instrument or document furnished pursuant hereto or thereto and (g) 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 writing may be a telecopy or electronic mail) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties.. Exhibit 10.2 BWP 10-Q 06/30/2009 Exhibit 10.2 -----
Appears in 1 contract
Samples: Revolving Credit Agreement (Boardwalk Pipeline Partners, LP)
Administrative Agent’s Reliance, Etc. None of Neither the Administrative Agent or nor any of its Affiliates, directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it, him, her it or them under or in connection with this Agreement or the other Loan Documents, except that nothing in this sentence shall absolve the Administrative Agent for itsany liability found in a final, his, her or their own non-appealable judgment by a court of competent jurisdiction to have resulted from the Administrative Agent’s gross negligence or willful misconduct. Without limiting limitation of the generality of the foregoing, the Administrative Agent Agent: (a) may treat the payee of any Note as each Lender and its holder until such Note has been assigned applicable interest in accordance with Section 11.2(e) (Assignments and Participations), (b) may rely on the Register to the extent each Advance set forth in the Register as conclusive until the Administrative Agent receives and accepts an Assignment and Acceptance entered into by a Lender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 2.7 9.07; (Evidence of Debt), (cb) may consult with legal counsel (including counsel to the Borrower or for any other Loan Party), independent certified 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, ; (dc) makes no warranty or representation to any Lender or Issuer and shall not be responsible to any Lender or Issuer for any statements, warranties or representations (whether written or oral) made by or on behalf of the Company or any of its Subsidiaries in or in connection with this Agreement or any other the Loan Document, Documents; (ed) shall not have any duty to ascertain or to inquire either as to the performance performance, observance or observance satisfaction of any termof the terms, covenant covenants or condition conditions of this Agreement or any other Loan Document, as to Document on the financial condition part of any Loan Party or as to the existence or possible existence at any time of any Default under the Loan Documents or Event to inspect the property (including the books and records) of Default, any Loan Party; (fe) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any Lien lien or security interest created or purported to be created under or in connection with, this Agreement, any other Loan Document or any other instrument or document furnished pursuant hereto or thereto and (gincluding, for the avoidance of doubt, in connection with the Administrative Agent’s reliance on any electronic signature delivered pursuant to Section 9.08); (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 writing may be a telecopy by facsimile, email or other electronic mailcommunication) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties; (g) shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law or regulations, including for the avoidance of doubt, any action that may be in violation of the automatic stay under any Bankruptcy Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Bankruptcy Law; (h) may act in relation to the Loan Documents through its Affiliates, officers, agents and employees; and (i) shall not be subject to any fiduciary or other implied duties in favor of any Lender or Loan Party, regardless of whether a Default has occurred and is continuing. Without limiting the foregoing, nothing in this Agreement shall constitute the Administrative Agent or any Arranger as a trustee or fiduciary of any Person, and neither the Administrative Agent nor any Arranger shall be bound to account to the Lenders for any sum or the profit element of any sum received by it for its own account. The Administrative Agent shall not be responsible for the acts or omissions of its delegates or agents or for supervising them; provided, however, that nothing in this sentence shall absolve the Administrative Agent for any liability found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from the Administrative Agent’s gross negligence or willful misconduct. The Borrower shall not commence any proceeding against any of the Administrative Agent’s directors, officers or employees with respect to the Administrative Agent’s acts or omissions relating to the Facility or the Loan Documents. No act by the Administrative Agent or the Arrangers hereafter taken, including any consent to, and acceptance of any assignment or review of the affairs of any Loan Party of any Affiliate thereof, shall be deemed to constitute a representation or warranty by the Administrative Agent or the Arrangers to any Lender as to any matter, including whether the Administrative Agent or the Arranger has disclosed material information in their possession.
Appears in 1 contract
Administrative Agent’s Reliance, Etc. None of the Administrative Agent Agent, any of its Affiliates or any of its Affiliates, their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it, him, her or them under or in connection with this Agreement or the other Loan Documents, except for its, his, her or their own gross negligence or willful misconduct. Without limiting the foregoing, the Administrative Agent (a) may treat rely on the payee of any Note as its holder until such Note has been assigned in accordance with Section 11.2(e) (Assignments and Participations)Register, (b) may rely on the Register to the extent set forth in Section 2.7 (Evidence of Debt), (c) may consult with legal counsel (including counsel to the Borrower or any other Loan Party), independent public accountants and other experts selected and retained by it in good faith 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, provided such action or failure to act is approved by the Requisite Lenders, if such approval is required hereunder, (dc) except as expressly set forth herein or in any of the other Loan Documents, makes no warranty or representation to any Lender or Issuer and shall not be responsible to any Lender or Issuer pursuant to this Agreement for any statements, warranties or representations made by or on behalf of the Company Borrower or any of its Subsidiaries subsidiaries in or in connection with this Agreement or any other Loan Document, (ed) except as expressly set forth herein or in any of the other Loan Documents, shall not have any duty to ascertain or to inquire either as to the performance or observance of any term, covenant or condition of this Agreement or any other Loan Document, as to the financial condition of any Loan Party or as to the existence or possible existence of any Default or Event of Default, (f) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement, any other Loan Document or any other instrument or document furnished pursuant hereto or thereto and (g) 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 writing may be a telecopy or electronic mail) or any telephone message 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. None of the Administrative Agent or may, without incurring any liability hereunder, (a) consult with any of its AffiliatesRelated Persons and, directorswhether or not selected by it, officersany other advisors, agents accountants and other experts (including advisors to, and accountants and experts engaged by, any Loan Party) and (b) rely and act upon any document and information (including those transmitted by electronic transmission) and any telephone message or employees conversation, in each case believed by it to be genuine and transmitted, signed or otherwise authenticated by the appropriate parties. None of Administrative Agent and its Related Persons shall be liable for any action taken or omitted to be taken by it, him, her or any of them under or in connection with this Agreement any Loan Document, and each Lender and each Loan Party hereby waives and shall not assert (and each Loan Party shall cause its Subsidiaries to waive and agree not to assert) any right, claim or the other Loan Documentscause of action based thereon, except for its, his, her or their own to the extent of liabilities resulting from the gross negligence or willful misconductmisconduct of Administrative Agent or, as the case may be, such Related Person (each as determined in a final, non-appealable judgment of a court of competent jurisdiction) in connection with the duties of Administrative Agent expressly set forth herein. Without limiting the foregoing, the Administrative Agent Agent: (ai) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 11.2(e) (Assignments and Participations), (b) may rely on the Register to the extent set forth in Section 2.7 (Evidence of Debt), (c) may consult with legal counsel (including counsel to the Borrower or any other Loan 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, (d) makes no warranty or representation to any Lender or Issuer and shall not be responsible to any Lender or Issuer otherwise incur liability for any statements, warranties action or representations made by or on behalf omission taken in reliance upon the instructions of the Company Required Lenders or for the actions or omissions of any of its Subsidiaries in or in connection with this Agreement or any other Loan DocumentRelated Persons, (e) shall not have any duty to ascertain or to inquire either as except to the performance extent that a court of competent jurisdiction determines in a final non-appealable judgment that Administrative Agent acted with gross negligence or observance willful misconduct in the selection of any term, covenant or condition of this Agreement or any other Loan Document, as to the financial condition of any Loan Party or as to the existence or possible existence of any Default or Event of Default, such Related Person; (fii) shall not be responsible to any Lender or Issuer other Person for the due execution, legality, validity, enforceability, effectiveness, genuineness, sufficiency or value of, or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, this Agreementany Loan Document; (iii) makes no warranty or representation, and shall not be responsible, to any Lender or other Person for any statement, document, information, representation or warranty made or furnished by or on behalf of Borrower or any Related Person of Borrower in connection with any Loan Document or any other instrument or document furnished pursuant hereto or thereto and (g) shall incur no liability under or in respect of this Agreement transaction contemplated therein or any other document or information with respect to any Loan Party, whether or not transmitted or (except for documents expressly required under any Loan Document to be transmitted to the Lenders) omitted to be transmitted by acting upon Administrative Agent, including as to completeness, accuracy, scope or adequacy thereof, or for the scope, nature or results of any noticedue diligence performed by Administrative Agent in connection with the Loan Documents; and (iv) shall not have any duty to ascertain or to inquire as to the performance or observance of any provision of any Loan Document, consentwhether any condition set forth in any Loan Document is satisfied or waived, certificate as to the financial condition of any Loan Party or other instrument as to the existence or writing (which writing may continuation or possible occurrence or continuation of any Event of Default, and shall not be deemed to have notice or Knowledge of such occurrence or continuation unless it has received a telecopy or electronic mail) notice from Borrower or any telephone message believed Lender describing such Event of Default that is clearly labeled “notice of default” (in which case Administrative Agent shall promptly give notice of such receipt to all Lenders, provided that Administrative Agent shall not be liable to any Lender for any failure to do so, except to the extent that such failure is attributable to Administrative Agent’s gross negligence or willful misconduct as determined by a final, non-appealable judgment of a court of competent jurisdiction); and, for each of the items set forth in clauses (i) through (iv) above, each Lender and Borrower hereby waives and agrees not to assert (and Borrower shall cause its Subsidiaries to waive and agree not to assert) any right, claim or cause of action it to be genuine and signed or sent by the proper party or partiesmight have against Administrative Agent based thereon.
Appears in 1 contract
Administrative Agent’s Reliance, Etc. None of the Administrative Agent Agent, any of its Affiliates or any of its Affiliates, their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it, him, her or them under or in connection with this Agreement or the other Loan Documents, except for its, his, her or their own gross negligence or willful misconduct. Without limiting the foregoing, the Administrative Agent (a) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 11.2(e) (Assignments and Participations), (b) may rely on the Register to the extent set forth in Section 2.7 (Evidence of Debt), (c) may consult with legal counsel (including counsel to the Borrower or any other Loan 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, (d) makes no warranty or representation to any Lender or Issuer and shall not be responsible to any Lender or Issuer for any statements, warranties or representations made by or on behalf of the Company Borrower or any of its Subsidiaries in or in connection with this Agreement or any other Loan Document, (e) shall not have any duty to ascertain or to inquire either as to the performance or observance of any term, covenant or condition of this Agreement or any other Loan Document, as to the financial condition of any Loan Party or as to the existence or possible existence of any Default or Event of Default, (f) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement, any other Loan Document or any other instrument or document furnished pursuant hereto or thereto and (g) 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 writing may be a telecopy or electronic mail) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties.. Section 10.3
Appears in 1 contract
Samples: Credit Agreement (Datapath Inc)
Administrative Agent’s Reliance, Etc. None Notwithstanding any other provisions of this Agreement, any other Loan Documents, neither the Administrative Agent or nor any of its Affiliates, directors, officers, agents agents, employees or employees counsel shall be liable for any action taken or omitted to be not taken by it, him, her or them it under or in connection with this Agreement or the any other Loan DocumentsDocument, except for its, his, her its or their own gross negligence or willful misconductmisconduct as finally determined by a court of competent jurisdiction after the expiration of all applicable appeal periods in connection with its duties expressly set forth herein or therein. Without limiting the generality of the foregoing, the Administrative Agent (a) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 11.2(e) (Assignments and Participations), (b) may rely on the Register to the extent set forth in Section 2.7 (Evidence of Debt), (c) Agent: may consult with legal counsel (including its own counsel to or counsel for the Borrower or any other Loan Related 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. Neither the Administrative Agent nor any of its directors, officers, agents, employees or counsel: (da) makes no any warranty or representation to any Lender or Issuer any other Person and shall not be responsible to any Lender or Issuer any other Person for any statementsstatement, warranties warranty or representations representation made or deemed made by or on behalf of the Company Borrower, any other Related Party or any of its Subsidiaries other Person in or in connection with this Agreement or any other Loan Document, ; (eb) shall not have any duty to ascertain or to inquire either as to the perfection, performance or observance of any termof the terms, covenant covenants or condition conditions of this Agreement or any other Loan Document, as to Document or the financial condition satisfaction of any conditions precedent under this Agreement or any Loan Party Document on the part of the Borrower, Guarantor or as to other Persons or inspect the existence property, books or possible existence records of the Borrower, Guarantor or any Default or Event of Default, other Person; (fc) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, perfection, sufficiency or value of, of this Agreement or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement, any other Loan Document or Document, any other instrument or document furnished pursuant hereto thereto; (d) shall have any liability in respect of any recitals, statements, certifications, representations or thereto warranties contained in any of the Loan Documents or any other document, instrument, agreement, certificate or statement delivered in connection therewith; and (ge) shall incur no any 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 writing may be a by telephone, telecopy or electronic mail) or any telephone message 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 1 contract
Samples: Revolving Loan Agreement (Phillips Edison - ARC Shopping Center REIT Inc.)
Administrative Agent’s Reliance, Etc. None of the Administrative Agent Agent, any of its Affiliates or any of its Affiliates, their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it, him, her or them under or in connection with this Agreement or the other Loan Documents, except for its, his, her or their own gross negligence or willful misconduct. Without limiting the foregoing, the Administrative Agent (a) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 11.2(e) 12.2 (Assignments and Participations), (b) may rely on the Register to the extent set forth in Section 2.7 12.2(c) (Evidence of DebtAssignments and Participations), (c) may consult with legal counsel (including counsel to the U.S. Borrower or any other Loan 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, (d) makes no warranty or representation to any Lender or Issuer and shall not be responsible to any Lender or Issuer for any statements, warranties or representations made by or on behalf of the Company U.S. Borrower or any of its Subsidiaries in or in connection with this Agreement or any other Loan Document, (e) shall not have any duty to ascertain or to inquire either as to the performance or observance of any term, covenant or condition of this Agreement or any other Loan Document, as to the financial condition of any Loan Party or as to the existence or possible existence of any Default or Event of Default, (f) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement, any other Loan Document or any other instrument or document furnished pursuant hereto or thereto and (g) 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 writing may be a telecopy or electronic mail) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 1 contract
Samples: Credit Agreement (FMC Corp)
Administrative Agent’s Reliance, Etc. None of Neither the Administrative Agent or nor any of its Affiliates, directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it, him, her it or them as Administrative Agent under or in connection with this Agreement or any of the other Loan Transaction Documents, except except, subject to Section 9.01(b), for its, his, her its or their own gross negligence or willful misconductmisconduct (each as determined in a final non-appealable judgment by a court of competent jurisdiction). Each Lender hereby waives any and all claims against the Administrative Agent or any of its Investment Affiliates for any action taken or omitted to be taken by the Administrative Agent or any of its Investment Affiliates under or in connection with this Agreement or any of the other Transaction Documents, except, subject to Section 9.01(b), for its or their own gross negligence or willful misconduct (each as determined in a final non-appealable judgment by a court of competent jurisdiction). Without 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 11.2(e) (Assignments and Participations), (b) may rely on the Register to the extent set forth in Section 2.7 (Evidence of Debt), (ci) may consult with legal counsel (including counsel to for the Borrower or any other Loan PartyBorrower), 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, ; (dii) makes no warranty or representation to any Lender or Issuer and shall not be responsible to any Lender or Issuer for any statements, warranties or representations made by or on behalf of the Company or any of its Subsidiaries in or in connection with this Agreement or any other Loan Document, Agreement; (eiii) shall not have any duty to ascertain or to inquire either as to the performance or observance of any termof the terms, covenant covenants or condition conditions of this Agreement or any of the other Loan Document, as Transaction Documents on the part of the Borrower or the Servicer or to inspect the financial condition property (including the books and records) of any Loan Party the Borrower or as to the existence or possible existence of any Default or Event of Default, Servicer; (fiv) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement, any of the other Loan Document Transaction Documents or any other instrument or document furnished pursuant hereto or thereto and thereto; (gv) 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 or other instrument or writing (which writing may be a telecopy or electronic mailby email) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties; (vi) shall not be responsible for or have any duty to ascertain or inquire into the contents of any certificate, report or other document delivered thereunder or in connection therewith; and (vii) shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. The Administrative Agent may deem and treat the payee of any portion of any Advance and the I/O Notional Loan as the owner thereof for all purposes unless such Advance or the I/O Notional Loan, as applicable, shall have been transferred in accordance with this Agreement and all actions required by such section in connection with such transfer shall have been taken.
Appears in 1 contract
Administrative Agent’s Reliance, Etc. None of Neither the Administrative Agent nor any of its Affiliates or any of its Affiliates, the respective directors, officers, agents or employees of the Administrative Agent or any such Affiliate shall be liable for any action taken or omitted to be taken by it, him, her or them under or in connection with this Agreement or the other Loan Documents, except for its, his, her or their own gross negligence or willful misconduct. Without limiting the foregoing, the Administrative Agent (a) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 11.2(e) (Assignments and Participations), SECTION 11.2; (b) may rely on the Register to the extent set forth in Section 2.7 (Evidence of DebtSECTION 11.2(C), ; (c) may consult with legal counsel (including counsel to the Borrower or any other Loan 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, ; (d) makes no warranty or representation to any Lender or Issuer and shall not be responsible to any Lender or Issuer for any statements, warranties or representations made by or on behalf of the Company Borrower or any of its Subsidiaries in or in connection with this Agreement or any of the other Loan Document, Documents; (e) shall not have any duty to ascertain or to inquire either as to the performance or observance of any termof the terms, covenant covenants or condition conditions of this Agreement or any of the other Loan Document, as to Documents or the financial condition of any Loan Party Party, or as to the existence or possible existence of any Default or Event of Default, ; (f) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement, Agreement or any of the other Loan Document Documents or any other instrument or document furnished pursuant hereto or thereto thereto; and (g) 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 or other instrument or writing (which writing may be a telecopy or electronic mailby telecopy) or any telephone message believed by it in good faith to be genuine and signed or sent by the proper party or parties.
Appears in 1 contract
Administrative Agent’s Reliance, Etc. None of the Administrative Agent Agent, any of its Affiliates or any of its Affiliates, their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it, him, her or them under or in connection with this Agreement or the other Loan Documents, except for its, his, her or their own gross negligence or willful misconduct. Without limiting the foregoing, the Administrative Agent (a) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 11.2(e) 11.2 (Assignments and Participations), (b) may rely on the Register to the extent set forth in Section 2.7 11.2(c) (Evidence of DebtAssignments and Participations), (c) may consult with legal counsel (including counsel to the Borrower or any other Loan 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, (d) makes no warranty or representation to any Lender or Issuer and shall not be responsible to any Lender or Issuer for any statements, warranties or representations made by or on behalf of the Company Borrower or any of its Subsidiaries in in, or in connection with with, this Agreement or any of the other Loan Document, (e) shall not have any duty to ascertain or to inquire either as to (i) the performance or observance of any term, covenant or condition of this Agreement or any other Loan Document, as to (ii) the financial condition of any Loan Party or as to (iii) the existence or possible existence of any Default or Event of Default, (f) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement, Agreement or any other Loan Document or any other instrument or document furnished pursuant hereto or thereto and (g) shall NATIONAL STEEL CORPORATION CREDIT AGREEMENT 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 writing may be a telecopy or electronic mail) or any telephone message 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. None Notwithstanding any other provisions of this Agreement or any other Loan Documents, neither the Administrative Agent or nor any of its Affiliates, directors, officers, agents agents, employees or employees counsel shall be liable for any action taken or omitted to be taken by it, him, her it or them under or in connection with this Agreement or the any other Loan DocumentsDocument, except for its, his, her its or their own gross negligence or willful misconductmisconduct as determined by a court of competent jurisdiction in a final, non-appealable judgment. Without limiting the generality of the foregoing, the Administrative Agent Agent: (a) may treat the payee of any Note as its the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such Note has been assigned payee and in accordance with Section 11.2(e) (Assignments and Participations), form satisfactory to the Administrative Agent; (b) may rely on the Register to the extent set forth in Section 2.7 (Evidence of Debt), (c) may consult with legal counsel (including its own counsel to the Borrower or counsel for any other Loan 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, ; (dc) makes no warranty or representation to any Lender or Issuer any other Person and shall not be responsible to any Lender or Issuer any other Person for any statements, warranties or representations made by or on behalf of the Company or any of its Subsidiaries Person in or in connection with this Agreement or any other Loan Document, ; (ed) shall not have any duty to ascertain or to inquire either as to the performance or observance of any termof the terms, covenant covenants or condition conditions of any of this Agreement or any other Loan Document, as to Document or the financial condition satisfaction of any conditions precedent under this Agreement or any Loan Party Document on the part of the Borrower or as other Persons (except for the delivery to the existence or possible existence it of any Default certificate or Event document specifically required to be delivered to it pursuant to Section 6.1) or inspect the property, books or records of Default, the Borrower or any other Person; (fe) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, of this Agreement or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement, any other Loan Document or Document, any other instrument or document furnished pursuant hereto thereto or thereto 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 (gf) 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 writing may be a telecopy by telephone, telecopy, or electronic mail) or any telephone message believed by it to 114 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 6.1 and 6.2 that have not previously been waived by the Requisite Lenders.
Appears in 1 contract
Samples: Credit Agreement (National Storage Affiliates Trust)
Administrative Agent’s Reliance, Etc. None Notwithstanding any other provisions of this Agreement, any other Loan Documents or the Other Related Documents, neither the Administrative Agent or nor any of its Affiliates, directors, officers, agents agents, employees or employees counsel shall be liable for any action taken or omitted to be not taken by it, him, her or them it under or in connection with this Agreement or the any other Loan DocumentsDocument, except for its, his, her its or their own gross negligence or willful misconductmisconduct in connection with its duties expressly set forth herein or therein. Without limiting the generality of the foregoing, the Administrative Agent (a) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 11.2(e) (Assignments and Participations), (b) may rely on the Register to the extent set forth in Section 2.7 (Evidence of Debt), (c) Agent: may consult with legal counsel (including its own counsel to or counsel for the Borrower or any other Loan Party), independent public accountants and other experts selected by it and shall not be liable for any action taken taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts. Neither the Administrative Agent nor any of its directors, officers, agents, employees or counsel: (da) makes no any warranty or representation to any Lender or Issuer any other Person and shall not be responsible to any Lender or Issuer any other Person for any statementsstatement, warranties warranty or representations representation made or deemed made by or on behalf of the Company Borrower, any other Loan Party or any of its Subsidiaries other Person in or in connection with this Agreement or any other Loan Document, ; (eb) shall not have any duty to ascertain or to inquire either as to the performance or observance of any termof the terms, covenant covenants or condition conditions of this Agreement or any other Loan Document, as to Document or the financial condition satisfaction of any conditions precedent under this Agreement or any Loan Party Document on the part of the Borrower or as to other Persons or inspect the existence property, books or possible existence records of the Borrower or any Default or Event of Default, other Person; (fc) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value ofof this Agreement or any other Loan Document, any other instrument or document furnished puruant therto or any Collateral covered thereby or the attachment, perfection or priority of any Lien created 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 purported to be created under warranties contained in any of the Loan Documents or in connection with, this Agreement, any other Loan Document Other Related Documents or any other instrument other document, instrument, agreement, certificate or document furnished pursuant hereto or thereto statement delivered in connection therewith; and (ge) shall incur no any 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 writing may be a by telephone, telecopy or electronic mail) or any telephone message believed by it to be genuine and signed or signed, sent oer 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 1 contract
Samples: Building Loan Agreement (Sunrise Senior Living Inc)
Administrative Agent’s Reliance, Etc. None Notwithstanding any other provisions of this Agreement, any other Loan Documents or the Other Related Documents, neither Administrative Agent or nor any of its Affiliates, directors, officers, agents agents, employees or employees counsel shall be liable for any action taken or omitted to be not taken by it, him, her or them it under or in connection with this Agreement or the any other Loan DocumentsDocument, except for its, his, her its or their own gross negligence or willful misconductmisconduct in connection with its duties expressly set forth herein or therein. Without limiting the generality of the foregoing, the Administrative Agent (a) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 11.2(e) (Assignments and Participations), (b) may rely on the Register to the extent set forth in Section 2.7 (Evidence of Debt), (c) Agent: may consult with legal counsel (including its own counsel to the or counsel for Borrower or any other Loan 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. Neither Administrative Agent nor any of its directors, officers, agents, employees or counsel: (da) makes no any warranty or representation to any Lender or Issuer any other Person and shall not be responsible to any Lender or Issuer any other Person for any statementsstatement, warranties warranty or representations representation made or deemed made by or on behalf of the Company Borrower, any other Loan Party or any of its Subsidiaries other Person in or in connection with this Agreement or any other Loan Document, ; (eb) shall not have any duty to ascertain or to inquire either as to the performance or observance of any termof the terms, covenant covenants or condition conditions of this Agreement or any other Loan Document, as to Document or the financial condition satisfaction of any conditions precedent under this Agreement or any Loan Party Document on the part of Borrower or as to other Persons or inspect the existence property, books or possible existence records of Borrower or any Default or Event of Default, other Person; (fc) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, of this Agreement or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement, any other Loan Document or Document, any other instrument or document furnished pursuant hereto thereto or thereto any Collateral covered thereby or the perfection or priority of any Lien in favor of Administrative Agent on behalf of 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 (ge) shall incur no any Loan No. 1005062 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 writing may be a by telephone, telecopy or electronic mail) or any telephone message 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 1 contract
Administrative Agent’s Reliance, Etc. None of Neither the Administrative Agent or nor any of its Affiliates, directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it, him, her it or them under or in connection with this Agreement or the other Loan Documents, except that nothing in this sentence shall absolve the Administrative Agent for itsany liability found in a final, his, her or their own non-appealable judgment by a court of competent jurisdiction to have resulted from the Administrative Agent’s gross negligence or willful misconduct. Without limiting limitation of the generality of the foregoing, the Administrative Agent Agent: (a) may treat the payee of any Note as each Lender and its holder until such Note has been assigned applicable interest in accordance with Section 11.2(e) (Assignments and Participations), (b) may rely on the Register to the extent each Advance set forth in the Register as conclusive until the Administrative Agent receives and accepts a Lender Accession Agreement entered into by an Acceding Lender as provided in Section 2.7 2.16 or 2.17 or an Assignment and Acceptance entered into by a Lender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 9.07; (Evidence of Debt), (cb) may consult with legal counsel (including counsel to the Borrower or for any other Loan 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, ; (dc) makes no warranty or representation to any Lender or Issuer and shall not be responsible to any Lender or Issuer for any statements, warranties or representations (whether written or oral) made by or on behalf of the Company or any of its Subsidiaries in or in connection with this Agreement or any other the Loan Document, Documents; (ed) shall not have any duty to ascertain or to inquire either as to the performance performance, observance or observance satisfaction of any termof the terms, covenant covenants or condition conditions of this Agreement or any other Loan Document, as to Document on the financial condition part of any Loan Party or as to the existence or possible existence at any time of any Default under the Loan Documents or Event to inspect the property (including the books and records) of Default, any Loan Party; (fe) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any Lien lien or security interest created or purported to be created under or in connection with, this Agreement, any other Loan Document or any other instrument or document furnished pursuant hereto or thereto and thereto; (gf) 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 writing may be a telecopy by telex, telegram, facsimile, e-mail or other electronic mailcommunication) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties, (g) shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law or regulations, including for the avoidance of doubt, any action that may be in violation of the automatic stay under any Bankruptcy Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Bankruptcy Law, (h) may act in relation to the Loan Documents through its Affiliates, officers, agents and employees, and (i) shall not be subject to any fiduciary or other implied duties in favor of any Lender or Loan Party, regardless of whether a Default has occurred and is continuing. Without limiting the foregoing, nothing in this Agreement shall constitute the Administrative Agent nor any Arranger as a trustee or fiduciary of any Person, and neither the Administrative Agent nor any Arranger shall be bound to account to the Lenders for any sum or the profit element of any sum received by it for its own account. The Administrative Agent shall not be responsible for the acts or omissions of its delegates or agents or for supervising them; provided, however, that nothing in this sentence shall absolve the Administrative Agent for any liability found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from the Administrative Agent’s gross negligence or willful misconduct. The Borrowers shall not commence any proceeding against any of the Administrative Agent’s directors, officers or employees with respect to the Administrative Agent’s acts or omissions relating to the Facility or the Loan Documents.
Appears in 1 contract
Administrative Agent’s Reliance, Etc. None of the Administrative Agent Agent, any of its Affiliates or any of its Affiliates, their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it, him, her or them under or in connection with this Agreement or the other Loan Documents, except for its, his, her or their own gross negligence or willful misconduct. Without limiting the foregoing, the Administrative Agent (a) may treat the payee of any Revolving Credit Note as its holder until such Revolving Credit Note has been assigned in accordance with Section 11.2(e) 11.2 (Assignments and Participations), (b) may rely on the Register to the extent set forth in Section 2.7 (Evidence of Debt), (c) may consult with legal counsel (including counsel to the Borrower or any other Loan 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, (d) makes no warranty or representation to any Lender or Issuer and shall not be responsible to any Lender or Issuer for any statements, warranties or representations made by or on behalf of the Company or any of its Subsidiaries Group Member in or in connection with this Agreement or any other Loan Document, (e) shall not have any duty to ascertain or to inquire either as to the performance or observance of any term, covenant or condition of this Agreement or any other Loan Document, as to the financial condition of any Loan Party or as to the existence or possible existence of any Default or Event of Default, (f) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement, any other Loan Document or any other instrument or document furnished pursuant hereto or thereto and (g) 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 writing may be a telecopy fax or electronic mail) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties.. 125 AMENDED AND RESTATED CREDIT AGREEMENT XXXXX HEALTHCARE CORPORATION
Appears in 1 contract
Administrative Agent’s Reliance, Etc. None of Neither the Administrative Agent or nor any of its Affiliates, directors, officers, agents or employees shall be liable to any of the Banks for any action taken or omitted to be taken by it, him, her it or them under or in connection with this Agreement or the other Loan Documents, except for its, his, her its or their own gross negligence or willful misconduct. Without limiting limitation of the generality of 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 11.2(e) (Assignments and Participations), (b) may rely on the Register to the extent set forth in Section 2.7 (Evidence of Debt), (ci) may consult with legal counsel (including counsel to for the Borrower or any other Loan PartyCompany), independent public 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 or experts; (ii) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing; (diii) shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Company or any of its affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its affiliates in any capacity; (iv) makes no warranty or representation to any Lender or Issuer Bank and shall not be responsible to any Lender or Issuer Bank for any statements, warranties or representations (whether written or oral) made by or on behalf of the Company or any of its Subsidiaries in or in connection with this Agreement or any the other Loan Document, Documents; (ev) shall not have any duty to ascertain or to inquire either as to the performance or observance of any termof the terms, covenant covenants or condition conditions of this Agreement or any the other Loan Document, as to Documents on the financial condition part of any Loan Party the Company or the Guarantor (or as to the existence contents of any certificate, report or possible existence other document delivered hereunder or thereunder) or to inspect the property (including the books and records) of the Company 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 office specified in Section 22, a notice describing the same and entitled “Notice of Default, ”; (fvi) shall not be responsible to any Lender or Issuer Bank for the due executionexecution (other than its own), legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement, any other Loan Document Agreement or any other related agreement, instrument or document furnished pursuant hereto or thereto hereto; and (gvii) 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 or other instrument or writing (which writing may be a telecopy by telecopier, telegram, cable or electronic mailtelex) or any telephone message reasonably believed by it to be genuine and signed or sent by the proper party or parties. In determining compliance with any condition hereunder to the making of a Loan, the Administrative Agent may presume that such condition is satisfactory to such Bank unless the Administrative Agent shall have received notice to the contrary from such Bank prior to the making of such Loan.
Appears in 1 contract
Administrative Agent’s Reliance, Etc. None of the Neither Administrative Agent or nor any of its Affiliates, directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it, him, her it or them under or in connection with this Agreement or the other Loan Documentsagreement, except for its, his, her its or their own gross negligence or willful misconduct, except as otherwise set forth in Section 11.7 when acting in its capacity as custodian. Without limiting limitation of the generality of the foregoing, the Administrative Agent (a) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 11.2(e) (Assignments and Participations), (b) may rely on the Register to the extent set forth in Section 2.7 (Evidence of Debt), (c) may consult with legal counsel (including counsel to the Borrower or any other Loan Party)counsel, independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts, ; (db) makes no warranty or representation to any Lender or Issuer and shall not be responsible to any Lender or Issuer for any statements, warranties or representations made by or on behalf of the Company or any of its Subsidiaries in or in connection with this Agreement or any other Loan Document, agreement; (ec) shall not have any duty to ascertain or to inquire either as to the performance or observance of any termof the terms, covenant covenants or condition conditions of this Agreement agreement on the part of the Companies or any other Loan Document, to inspect the property (including the books and records) of the Companies (except as to the financial condition of any Loan Party or as to the existence or possible existence of any Default or Event of Default, specifically set forth in Section 11.7); (fd) shall not be responsible to any Lender or Issuer for the due executionexecution (by any party hereto other than Administrative Agent), legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement, any other Loan Document agreement or any other instrument or document furnished pursuant hereto or thereto (except as specifically set forth in Section 11.7); and (ge) shall incur no liability under or in respect of this Agreement or any other Loan Document agreement by acting in accordance with this agreement upon any notice, consent, certificate or other instrument or writing (which writing may be a telecopy by telegram, cable or electronic mailtelex) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties. Administrative Agent shall not be compelled to do any act or to take any action toward the execution or enforcement of the powers hereby created, or to prosecute or defend any suit in respect hereof, unless indemnified to its satisfaction against any and all loss, cost, liability, and expense it may incur. Subject to the foregoing limitations and to any direction of the Determining Lenders to take action in accordance with Section 10, Administrative Agent shall perform the duties imposed upon it under this agreement with respect to the Collateral with the same amount of diligence and using the same amount of judgment and discretion as if Administrative Agent were acting solely for its own account, and, in connection therewith, Administrative Agent is hereby authorized (a) to settle, compromise, and release claims against the makers of, and any Person obligated with respect to, any Collateral, (b) to foreclose on, and enforce security interests in, any Collateral or property secured thereby, (c) to sell Collateral and property acquired as the result of foreclosure under this agreement and the Security Documents, and (d) to do all other acts and things as Administrative Agent, in its sole discretion, may deem necessary or appropriate to protect the Rights and interests of itself and the Lenders and to realize the benefits of the Collateral.
Appears in 1 contract
Administrative Agent’s Reliance, Etc. None Notwithstanding any other provisions of this Agreement or any other Loan Documents, neither the Administrative Agent or nor any of its Affiliates, directors, officers, agents agents, employees or employees counsel shall be liable for any action taken or omitted to be taken by it, him, her it or them under or in connection with this Agreement or the other Loan DocumentsAgreement, except for its, his, her its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, the Administrative Agent Agent: (a) may treat the payee of any Note as its the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such Note has been assigned payee and in accordance with Section 11.2(e) (Assignments and Participations), form satisfactory to the Administrative Agent; (b) may rely on the Register to the extent set forth in Section 2.7 (Evidence of Debt), (c) may consult with legal counsel (including its own counsel to or counsel for the Borrower or any other Loan PartyObligor), 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, ; (dc) makes no warranty or representation to any Lender or Issuer any other Person and shall not be responsible to any Lender or Issuer any other Person for any statements, warranties or representations made by or on behalf of the Company or any of its Subsidiaries Person in or in connection with this Agreement or any other Loan Document, ; (ed) shall not have any duty to ascertain or to inquire either as to the performance or observance of any termof the terms, covenant covenants or condition conditions of any of this Agreement or any other Loan Document, as to Document or the financial condition satisfaction of any conditions precedent under this Agreement or any Loan Party Document on the part of the Borrower or as to other Persons or inspect the existence property, books or possible existence records of the Borrower or any Default or Event of Default, other Person; (fe) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, of this Agreement or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement, any other Loan Document or Document, any other instrument or document furnished pursuant hereto thereto or thereto 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 (gf) 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 writing may be a telecopy by telephone or electronic mailtelecopy) or any telephone message believed by it to be genuine and signed signed, sent or sent given by the proper party or parties.
Appears in 1 contract
Samples: Credit Agreement (Wells Core Office Income Reit Inc)
Administrative Agent’s Reliance, Etc. None of Neither the Administrative Agent or nor any of its Affiliates, directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it, him, her it or them under or in connection with this Agreement or the other any Loan DocumentsDocument, except for its, his, her its or their own gross negligence or willful misconduct. Without limiting limitation of the generality of the foregoing, the Administrative Agent Agent: (ai) may treat the payee of any Note as its the holder thereof until the Administrative Agent receives and accepts a Lender Assignment entered into by the Lender which is the payee of such Note has been assigned in accordance with Section 11.2(e) (Assignments Note, as assignor, and Participations)an assignee, (b) may rely on the Register to the extent set forth as provided in Section 2.7 10.07; (Evidence of Debt), (cii) may consult with legal counsel (including counsel to for the Borrower or any other Loan PartyBorrower), 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, ; (diii) makes no warranty or representation to any Lender or Issuer and shall not be responsible to any Lender or Issuer for any statements, warranties or representations made by or on behalf of the Company or any of its Subsidiaries in or in connection with this Agreement or any other Loan Document, ; (eiv) shall not have any duty to ascertain or to inquire either as to the performance or observance of any termof the terms, covenant covenants or condition of this Agreement or any other Loan Document, as to the financial condition conditions of any Loan Party Document on the part of the Borrower to be performed or as observed, or to inspect any property (including the existence or possible existence books and records) of any Default or Event of Default, the Borrower; (fv) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement, any other Loan Document or any other instrument or document furnished pursuant hereto or thereto hereto; and (gvi) 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 writing may be a telecopy by telegram, cable or electronic mailtelex) or any telephone message 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. None Notwithstanding any other provisions of this Agreement, any other Loan Documents or the Other Related Documents, neither Administrative Agent or nor any of its Affiliates, directors, officers, agents agents, employees or employees counsel shall be liable for any action taken or omitted to be not taken by it, him, her or them it under or in connection with this Agreement or the any other Loan DocumentsDocument, except for its, his, her its or their own gross negligence or willful misconductmisconduct in connection with its duties expressly set forth herein or therein. Without limiting the generality of the foregoing, the Administrative Agent (a) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 11.2(e) (Assignments and Participations), (b) may rely on the Register to the extent set forth in Section 2.7 (Evidence of Debt), (c) Agent: may consult with legal counsel (including its own counsel to the or counsel for Borrower or any other Loan 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. Neither Administrative Agent nor any of its directors, officers, agents, employees or counsel: (da) makes no any warranty or representation to any Lender or Issuer any other Person and shall not be responsible to any Lender or Issuer any other Person for any statementsstatement, warranties warranty or representations representation made or deemed made by or on behalf of the Company Borrower, Loan No. 1004873 any other Loan Party or any of its Subsidiaries other Person in or in connection with this Agreement or any other Loan Document, ; (eb) shall not have any duty to ascertain or to inquire either as to the performance or observance of any termof the terms, covenant covenants or condition conditions of this Agreement or any other Loan Document, as to Document or the financial condition satisfaction of any conditions precedent under this Agreement or any Loan Party Document on the part of Borrower or as to other Persons or inspect the existence property, books or possible existence records of Borrower or any Default or Event of Default, other Person; (fc) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, of this Agreement or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement, any other Loan Document or Document, any other instrument or document furnished pursuant hereto thereto or thereto any Collateral covered thereby or the perfection or priority of any Lien in favor of Administrative Agent on behalf of 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 (ge) shall incur no any 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 writing may be a by telephone, telecopy or electronic mail) or any telephone message 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 1 contract
Administrative Agent’s Reliance, Etc. None of Neither the Administrative Agent or nor any of its Affiliates, directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it, him, her it or them as the Administrative Agent under or in connection with this Agreement or any of the other Loan Transaction Documents, except for its, his, her its or their own gross negligence or willful misconductmisconduct as determined in a final decision by a court of competent jurisdiction. 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 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 11.2(e) (Assignments and Participations), (b) may rely on the Register to the extent set forth in Section 2.7 (Evidence of Debt), (ci) may consult with legal counsel (including counsel to for the Borrower or any other Loan Partythe Transferor), 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, ; (dii) makes no warranty or representation to any Lender or Issuer and shall not be responsible for, nor have any duty to any Lender ascertain or Issuer for to inquire as to, any statements, warranties or representations made by or on behalf of the Company or any of its Subsidiaries in or in connection with this Agreement or any other Loan Transaction Document, ; (eiii) shall not have any duty to ascertain or to inquire either as to the performance or observance of any termof the terms, covenant covenants or condition conditions of this Agreement or any of the other Loan DocumentTransaction Documents on the part of the Borrower, as the Transferor, or the Collateral Manager or to inspect the financial condition property (including the books and records) of any Loan Party the Borrower, the Transferor, or as to the existence or possible existence of any Default or Event of Default, Collateral Manager; (fiv) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement, any of the other Loan Document Transaction Documents or any other instrument or document furnished pursuant hereto or thereto and thereto; (gv) 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 or other instrument or writing (which writing may be a telecopy or electronic mailby facsimile) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties; (vi) shall not be responsible for or have any duty to ascertain or inquire into the contents of any certificate, report or other document delivered thereunder or in connection therewith; (vii) shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including electronic message, internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed or sent by the proper Person and 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; and (viii) shall not have any duty to inquire into the satisfaction of any conditions precedent set forth in this Agreement, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. In determining compliance with any condition to the making of an Advance, the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent receives notice to the contrary from such Lender or the Lender Agent prior to the making of such loan.
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Administrative Agent’s Reliance, Etc. None Notwithstanding any other provisions of this Agreement or any other Loan Documents, neither the Administrative Agent or nor any of its Affiliates, directors, officers, agents agents, employees or employees counsel shall be liable for any action taken or omitted to be not taken by it, him, her or them it under or in connection with this Agreement or the any other Loan DocumentsDocument, except for its, his, her its or their own gross negligence or willful misconductmisconduct in connection with its duties expressly set forth herein or therein. Without limiting the generality of the foregoing, the Administrative Agent (a) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 11.2(e) (Assignments and Participations), (b) may rely on the Register to the extent set forth in Section 2.7 (Evidence of Debt), (c) Agent: may consult with legal counsel (including its own counsel to or counsel for the Borrower or any other Loan 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. Neither the Administrative Agent nor any of its directors, officers, agents, employees or counsel: (da) makes no any warranty or representation to any Lender or Issuer any other Person and shall not be responsible to any Lender or Issuer any other Person for any statementsstatement, warranties warranty or representations representation made or deemed made by or on behalf of the Company any Borrower, any other Loan Party or any of its Subsidiaries other Person in or in connection with this Agreement or any other Loan Document, ; (eb) shall not have any duty to ascertain or to inquire either as to the performance or observance of any termof the terms, covenant covenants or condition conditions of this Agreement or any other Loan Document, as to Document or the financial condition satisfaction of any conditions precedent under this Agreement or any Loan Party Document on the part of the Borrower or as to other Persons or inspect the existence property, books or possible existence records of the Borrower or any Default or Event of Default, other Person; (fc) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, of this Agreement or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement, any other Loan Document or Document, any other instrument or document furnished pursuant hereto thereto or thereto 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 (ge) shall incur no any 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 writing may be a telecopy by telephone, facsimile or electronic mail) or any telephone message 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
Appears in 1 contract
Samples: First Lien Credit Agreement (Pennsylvania Real Estate Investment Trust)
Administrative Agent’s Reliance, Etc. None Notwithstanding any other provisions of this Agreement or any other Loan Documents, neither the Administrative Agent or nor any of its Affiliates, directors, officers, agents agents, employees or employees counsel shall be liable for any action taken or omitted to be not taken by it, him, her or them it under or in connection with this Agreement or the any other Loan DocumentsDocument, except for its, his, her its or their own gross negligence or willful misconductmisconduct in connection with its duties expressly set forth herein or therein. Without limiting the generality of the foregoing, the Administrative Agent (a) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 11.2(e) (Assignments and Participations), (b) may rely on the Register to the extent set forth in Section 2.7 (Evidence of Debt), (c) Agent: may consult with legal counsel (including its own counsel to or counsel for the Borrower or any other Loan 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. Neither the Administrative Agent nor any of its directors, officers, agents, employees or counsel: (da) makes no any warranty or representation to any Lender or Issuer and any other Person or shall not be responsible to any Lender or Issuer any other Person for any statementsstatement, warranties warranty or representations representation made or deemed made by or on behalf of the Company Borrower, any other Loan Party or any of its Subsidiaries other Person in or in connection with this Agreement or any other Loan Document, ; (eb) shall not have any duty to ascertain or to inquire either as to the performance or observance of any termof the terms, covenant covenants or condition conditions of this Agreement or any other Loan Document, as to Document or the financial condition satisfaction of any conditions precedent under this Agreement or any other Loan Party Document on the part of the Borrower or as to other Persons or inspect the existence property, books or possible existence records of the Borrower or any Default or Event of Default, other Person; (fc) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, of this Agreement or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement, any other Loan Document or Document, any other instrument or document furnished pursuant hereto thereto or thereto and 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; (gd) 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; or (e) shall incur no any 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 writing may be a by telephone, telecopy or electronic mail) or any telephone message 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 1 contract
Samples: Credit Agreement (Corporate Property Associates 14 Inc)
Administrative Agent’s Reliance, Etc. None Notwithstanding any other provisions of this Agreement, any other Loan Documents or the Other Related Documents, neither Administrative Agent or nor any of its Affiliates, directors, officers, agents agents, employees or employees counsel shall be liable for any action taken or omitted to be not taken by it, him, her or them it under or in connection with this Agreement or the any other Loan DocumentsDocument, except for its, his, her its or their own gross negligence or willful misconductmisconduct in connection with its duties expressly set forth herein or therein. Without limiting the generality of the foregoing, the Administrative Agent (a) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 11.2(e) (Assignments and Participations), (b) may rely on the Register to the extent set forth in Section 2.7 (Evidence of Debt), (c) Agent: may consult with legal counsel (including its own counsel to or counsel for the Borrower or any other Loan 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. Neither Administrative Agent nor any of its directors, officers, agents, employees or counsel: (da) makes no any warranty or representation to any Lender or Issuer any other Person and shall not be responsible to any Lender or Issuer any other Person for any statementsstatement, warranties warranty or representations representation made or deemed made by or on behalf of the Company Borrower, any other Loan Party or any of its Subsidiaries other Person in or in connection with this Agreement or any other Loan Document, ; (eb) shall not have any duty to ascertain or to inquire either as to the performance or observance of any termof the terms, covenant covenants or condition conditions of this Agreement or any other Loan Document, as to Document or the financial condition satisfaction of any conditions precedent under this Agreement or any Loan Party Document on the part of the Borrower or as to other Persons or inspect the existence property, books or possible existence records of the Borrower or any Default or Event of Default, other Person; (fc) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, of this Agreement or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement, any other Loan Document or Document, any other instrument or document furnished pursuant hereto thereto or thereto any Collateral covered thereby or the perfection or priority of any Lien in favor of 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 (ge) shall incur no any 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 writing may be a by telephone, telecopy or electronic mail) or any telephone message believed by it to be genuine and signed signed, sent or sent given by the proper party or parties. 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 1 contract
Administrative Agent’s Reliance, Etc. None of the Administrative Agent Agent, any of its Affiliates or any of its Affiliates, their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it, him, her or them under or in connection with this Agreement or the other Loan Documents, except for its, his, her or their own gross negligence or willful misconduct. Without limiting the foregoing, the Administrative Agent (a) may treat the payee of any Revolving Credit Note as its holder until such Revolving Credit Note has been assigned in accordance with Section 11.2(e) 11.2 (Assignments and Participations), (b) may rely on the Register to the extent set forth in Section 2.7 (Evidence of Debt), (c) may consult with legal counsel (including counsel to the Borrower or any other Loan 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, (d) makes no warranty or representation to any Lender or Issuer and shall not be responsible to any Lender or Issuer for any statements, warranties or representations made by or on behalf of the Company or any of its Subsidiaries Group Member in or in connection with this Agreement or any other Loan Document, (e) shall not have any duty to ascertain or to inquire either as to the performance or observance of any term, covenant or condition of this Agreement or any other Loan Document, as to the financial condition of any Loan Party or as to the existence or possible existence of any Default or Event of Default, (f) shall not be responsible to any Lender or Issuer AMENDED AND RESTATED CREDIT AGREEMENT XXXXX HEALTHCARE CORPORATION for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement, any other Loan Document or any other instrument or document furnished pursuant hereto or thereto and (g) 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 writing may be a telecopy fax or electronic mail) or any telephone message 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. None of Neither the Administrative Agent or nor any of its Affiliates, directors, officers, agents or employees employees, shall be liable for any action taken or omitted to be taken by it, him, her it or them under or in connection with this Agreement the Loan Documents or the other Loan Documentsany L/C, except for its, his, her its or their own gross negligence or willful misconduct. Without limiting limitation of the generality of the foregoing, the Administrative Agent Agent: (ai) may treat the payee of any Note as its the holder thereof until the Administrative Agent receives and accepts an Assignment and Acceptance entered into by the Lender that is the payee of such Note has been assigned in accordance with Section 11.2(e) (Assignments Note, as assignor, and Participations)an Eligible Assignee, (b) may rely on the Register to the extent set forth as assignee, as provided in Section 2.7 8.07; (Evidence of Debt), (cii) may consult with legal counsel (including counsel to for the Borrower or any other Loan PartyBorrower), 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, ; (diii) makes no warranty or representation to any Lender or Issuer and shall not be responsible to any Lender or Issuer for any statements, warranties or representations (whether written or oral) made by or on behalf of the Company or any of its Subsidiaries in or in connection with this Agreement the Loan Documents or any other Loan Document, L/C; (eiv) shall not have any duty to ascertain or to inquire either as to the performance or observance of any termof the terms, covenant covenants or condition conditions of this Agreement the Loan Documents or any other Loan Document, as L/C on the part of the Borrower or to inspect the financial condition property (including the books and records) of any Loan Party or as to the existence or possible existence of any Default or Event of Default, Borrower; (fv) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any Lien lien or security interest created or purported to be created under or in connection with, this Agreementwith the Loan Documents, any other Loan Document L/C or any other instrument or document furnished pursuant hereto or thereto hereto; and (gvi) shall incur no liability under or in respect of this Agreement the Loan Documents or any other Loan Document L/C by acting upon any notice, consent, certificate or other instrument or writing (which writing may be a telecopy by telecopier, telegram, cable or electronic mailtelex) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 1 contract
Samples: Credit Agreement (Laboratory Corp of America Holdings)
Administrative Agent’s Reliance, Etc. None of Neither the Administrative Agent or nor any of its Affiliates, directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it, him, her it or them under or in connection with this Agreement any Loan Document or the other Loan DocumentsGuaranty, except for its, his, her 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, any other Loan Document or the Guaranty, a fiduciary relationship in respect of any Bank or the holder of any Note; and nothing in this Agreement, any other Loan Document or the Guaranty, expressed or implied, is intended or shall be so construed as to impose upon the Administrative Agent any obligations in respect of this Agreement, any other Loan Document or the Guaranty, except as expressly set forth herein. Without limiting limitation of the generality of the foregoing, the Administrative Agent Agent: (a) may treat the payee of any Note as its the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such Note has been assigned payee and in accordance with Section 11.2(e) (Assignments and Participations), form satisfactory to the Administrative Agent; (b) may rely on the Register to the extent set forth in Section 2.7 (Evidence of Debt), (c) may consult with legal counsel (including counsel to for the Borrower or any other Loan PartyBorrower), 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, ; (dc) makes no warranty or representation to any Lender or Issuer Bank and shall not be responsible to any Lender or Issuer Bank for any statements, warranties or representations made by or on behalf of the Company or any of its Subsidiaries in or in connection with this Agreement any Loan Document or any other Loan Document, the Guaranty; (ed) shall not have any duty to ascertain or to inquire either as to the performance or observance of any termof the terms, covenant covenants or condition of this Agreement or any other Loan Document, as to the financial condition conditions of any Loan Party Document or as the Guaranty on the part of the Borrower or the Guarantor or to inspect the existence property (including the books and records) of the Borrower or possible existence the Guarantor and shall not be deemed to have knowledge of an Event of Default or of any Default event which with the giving of notice or the lapse of time or both would be an Event of Default (other than nonpayment of principal of or interest on the Notes) unless it has received from a Bank or the Borrower a notice specifying such default and stating that it is an "Notice of Default, "; (fe) shall not be responsible to any Lender or Issuer Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any Lien created or purported to be created under or in connection withLoan Document, this Agreement, any other Loan Document the Guaranty or any other instrument or document furnished pursuant hereto or thereto hereto; and (gf) shall incur no liability under or in respect of this Agreement or any other Loan Document or the Guaranty by acting upon any notice, consent, certificate or other instrument or writing (which writing may be a telecopy by telecopier, telegram, cable or electronic mailtelex) or any telephone message 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. None of the Administrative Agent Agent, any of its Affiliates or any of its Affiliates, their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken AMENDED AND RESTATED CREDIT AGREEMENT XXXXX HEALTHCARE CORPORATION by it, him, her or them under or in connection with this Agreement or the other Loan Documents, except for its, his, her or their own gross negligence or willful misconduct. Without limiting the foregoing, the Administrative Agent (a) may treat the payee of any Revolving Credit Note as its holder until such Revolving Credit Note has been assigned in accordance with Section 11.2(e) 11.2 (Assignments and Participations), (b) may rely on the Register to the extent set forth in Section 2.7 (Evidence of Debt), (c) may consult with legal counsel (including counsel to the Borrower or any other Loan 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, (d) makes no warranty or representation to any Lender or Issuer and shall not be responsible to any Lender or Issuer for any statements, warranties or representations made by or on behalf of the Company or any of its Subsidiaries Group Member in or in connection with this Agreement or any other Loan Document, (e) shall not have any duty to ascertain or to inquire either as to the performance or observance of any term, covenant or condition of this Agreement or any other Loan Document, as to the financial condition of any Loan Party or as to the existence or possible existence of any Default or Event of Default, (f) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement, any other Loan Document or any other instrument or document furnished pursuant hereto or thereto and (g) 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 writing may be a telecopy fax or electronic mail) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties.
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Administrative Agent’s Reliance, Etc. None of the Administrative Agent Agent, any of its Affiliates or any of its Affiliates, their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it, him, her or them under or in connection with this Agreement or the other Loan Documents, except for its, his, her or their own gross negligence or willful misconduct. Without limiting the foregoing, the Administrative Agent (a) may treat the payee of any Revolving Credit Note as its holder until such Revolving Credit Note has been assigned in accordance with Section 11.2(e) 11.2 (Assignments and Participations), (b) may rely on the Register to the extent set forth in Section 2.7 (Evidence of Debt), (c) may consult with legal counsel (including counsel to the Borrower or any other Loan 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, (d) makes no warranty or representation to any Lender or Issuer and shall not be responsible to any Lender or Issuer for any statements, warranties or representations made by or on behalf of the Company or any of its Subsidiaries Group Member in or in connection with this Agreement or any other Loan Document, (e) shall not have any duty to ascertain or to inquire either as to the performance or observance of any term, covenant or condition of this Agreement or any other Loan Document, as to the financial condition of any Loan Party or as to the existence or possible existence of any Default or Event of Default, (f) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement, any other Loan Document or any other instrument or document furnished pursuant hereto or thereto and (g) 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 writing may be a telecopy fax or electronic mail) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties.. 133 AMENDED AND RESTATED CREDIT AGREEMENT XXXXX HEALTHCARE CORPORATION
Appears in 1 contract
Administrative Agent’s Reliance, Etc. None of Neither the Administrative Agent or nor any of its 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, him, her it or them under or in connection with this Agreement or the other Loan Credit Documents, except for its, his, her its or their own gross negligence or willful misconduct. Without limiting limitation of the generality of the foregoing, the Administrative Agent Agent: (a) may treat the payee of any Note as its the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such Note has been assigned payee and in accordance with Section 11.2(e) (Assignments and Participations), form satisfactory to the Administrative Agent; (b) may rely on the Register to the extent set forth in Section 2.7 (Evidence of Debt), (c) may consult with legal counsel (including counsel to the Borrower or any other Loan PartyCompany), 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, ; (dc) makes no warranty or representation to any Lender or Issuer and shall not be responsible to any Lender or Issuer for any statements, warranties or representations made by or on behalf of the Company or any of its Subsidiaries in or in connection with this Agreement or any the other Loan Document, Credit Documents; (ed) shall not have any duty to ascertain or to inquire either as to the performance or observance of any termof the terms, covenant covenants or condition conditions of this Agreement or any other Loan Document, as Credit Document on the part of the Company or its Subsidiaries or to inspect the financial condition property (including the books and records) of any Loan Party the Company or as to the existence or possible existence of any Default or Event of Default, its Subsidiaries; (fe) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement, any other Loan Document Agreement or any other instrument or document furnished pursuant hereto or thereto and Credit Document; (gf) 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 writing may be a telecopy by telecopier, telegram, cable or electronic mailtelex) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties; and (g) shall not, except as expressly set forth herein and in the other Credit Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Company or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.
Appears in 1 contract
Administrative Agent’s Reliance, Etc. None Notwithstanding any other provisions of this Credit Agreement or any other Credit Documents, neither the Administrative Agent or nor any of its Affiliates, directors, officers, agents agents, employees or employees counsel shall be liable for any action taken or omitted to be taken by it, him, her it or them under or in connection with this Agreement or the other Loan DocumentsCredit Agreement, except for itsto the extent found in a final, his, her non-appealable judgment by a court of competent jurisdiction to have resulted from its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, the Administrative Agent Agent: (a) may treat the payee of any Note as its the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such Note has been assigned payee and in accordance with Section 11.2(e) (Assignments and Participations), form satisfactory to the Administrative Agent; (b) may rely on the Register to the extent set forth in Section 2.7 (Evidence of Debt), (c) may consult with legal counsel (including its own counsel to or counsel for either Parent, the Borrower or any other Loan PartySubsidiary), 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, ; (dc) makes no warranty or representation to any Lender Party or Issuer any other Person and shall not be responsible to any Lender Party or Issuer any other Person for any statements, warranties or representations made by or on behalf of the Company or any of its Subsidiaries Person in or in connection with this Credit Agreement or any other Loan Credit Document, ; (ed) shall not have any duty to ascertain or to inquire either as to the performance or observance of any termof the terms, covenant covenants or condition conditions of any of this Credit Agreement or any other Loan Document, as to Credit Document or the financial condition satisfaction of any Loan Party conditions precedent under this Credit Agreement or as to any Credit Document on the existence part of either of the Parents, the Borrower or possible existence other Persons or inspect the property, books or records of either Parent, the Borrower or any Default or Event of Default, other Person; (fe) shall not be responsible to any Lender or Issuer Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, of this Credit Agreement or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement, any other Loan Document or Credit Document, any other instrument or document furnished pursuant hereto thereto or thereto any collateral covered thereby or the perfection or priority of any Lien in favor of the Administrative Agent on behalf of the Lender Parties in any such collateral; and (gf) shall incur no liability under or in respect of this Credit Agreement or any other Loan Credit Document by acting upon any notice, consent, certificate or other instrument or writing (which writing may be a telecopy by telephone or electronic mailtelecopy) or any telephone message believed by it to be genuine and signed signed, sent or sent given by the proper party or parties.
Appears in 1 contract
Samples: Credit and Reimbursement Agreement (CNL American Properties Fund Inc)
Administrative Agent’s Reliance, Etc. None Notwithstanding any other provisions of this Agreement, any other Loan Documents or the Other Related Documents, neither the Administrative Agent or nor any of its Affiliates, directors, officers, agents agents, employees or employees counsel shall be liable for any action taken or omitted to be not taken by it, him, her or them it under or in connection with this Agreement or the any other Loan DocumentsDocument, except for its, his, her its or their own gross negligence or willful misconductmisconduct in connection with its duties expressly set forth herein or therein. Without limiting the generality of the foregoing, the Administrative Agent (a) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 11.2(e) (Assignments and Participations), (b) may rely on the Register to the extent set forth in Section 2.7 (Evidence of Debt), (c) Agent: may consult with legal counsel (including its own counsel to or counsel for the Borrower or any other Loan 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. Neither the Administrative Agent nor any of its directors, officers, agents, employees or counsel: (da) makes no any warranty or representation to any Lender or Issuer any other Person and shall not be responsible to any Lender or Issuer any other Person for any statementsstatement, warranties warranty or representations representation made or deemed made by or on behalf of the Company Borrower, any other Loan Party or any of its Subsidiaries other Person in or in connection with this Agreement or any other Loan Document, ; (eb) shall not have any duty to ascertain or to inquire either as to the performance or observance of any termof the terms, covenant covenants or condition conditions of this Agreement or any other Loan Document, as to Document or the financial condition satisfaction of any conditions precedent under this Agreement or any Loan Party Document on the part of the Borrower or as to other Persons or inspect the existence property, books or possible existence records of the Borrower or any Default or Event of Default, other Person; (fc) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, of this Agreement or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement, any other Loan Document or Document, any other instrument or document furnished pursuant hereto thereto or thereto 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 (ge) shall incur no any 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 writing may be a by telephone, telecopy or electronic mail) or any telephone message 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 1 contract
Administrative Agent’s Reliance, Etc. None of the Administrative Agent Agent, any of its Affiliates or any of its Affiliates, their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it, him, her or them under or in connection with this Agreement or the other Loan Documents, except for its, his, her or their own gross negligence or willful misconduct. Without limiting the foregoing, the Administrative Agent (a) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 11.2(e) 11.2 (Assignments and Participations), (b) may rely on the Register to the extent set forth in Section 2.7 11.2(c) (Evidence of DebtAssignments and Participations), (c) may consult with legal counsel (including counsel to the Borrower or any other Loan 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, (d) makes no warranty or representation to any Lender or Issuer and shall not be responsible to any Lender or Issuer for any statements, warranties or representations made by or on behalf of the Company Holdings or any of its Subsidiaries in or in connection with this Agreement or any other Loan Document, (e) shall not have any duty to ascertain or to inquire either as to the performance or observance of any term, covenant or condition of this Agreement or any other Loan Document, as to the financial condition of any Loan Party or as to the existence or possible existence of any Default or Event of Default, (f) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement, any other Loan Document or any other instrument or document furnished pursuant hereto or thereto and (g) 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 writing may be a telecopy or electronic mail) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 1 contract
Samples: Credit Agreement (Massey Energy Co)
Administrative Agent’s Reliance, Etc. None of the Administrative Agent Agent, any of its Affiliates or any of its Affiliates, their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it, him, her or them under or in connection with this Agreement or the other Loan Documents, except for its, his, her or their own gross negligence or willful misconduct. Without limiting the foregoing, the Administrative Agent (a) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 11.2(e) 11.2 (Assignments and Participations), (b) may rely on the Register to the extent set forth in Section 2.7 11.2(c) (Evidence of DebtAssignments and Participations), (c) may consult with legal counsel (including counsel to the Borrower Company or any other Loan 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, (d) makes no warranty or representation to any Lender or Issuer and shall not be responsible to any Lender or Issuer for any statements, warranties or representations made by or on behalf of the Company Holdings or any of its Subsidiaries in or in connection with this Agreement or any other Loan Document, (e) shall not have any duty to ascertain or to inquire either as to the performance or observance of any term, covenant or condition of this Agreement or any other Loan Document, as to the financial condition of any Loan Party or as to the existence or possible existence of any Default or Event of Default, (f) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement, any other Loan Document or any other instrument or document furnished pursuant hereto or thereto and (g) 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 writing may be a telecopy or electronic mail) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties. 150 CREDIT AGREEMENT JOHNSONDIVERSEY, INC.
Appears in 1 contract
Administrative Agent’s Reliance, Etc. None of Neither the Administrative Agent or nor any of its Affiliates, directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it, him, her it or them under or in connection with this Agreement or the other Loan DocumentsAgreement, except for its, his, her to the extent that any of the foregoing are found by a final and non-appealable decision of a court of competent jurisdiction to have resulted from its or their own gross negligence or willful misconduct. Without limiting limitation of the generality of 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 11.2(e) (Assignments and Participations), (b) may rely on the Register to the extent set forth in Section 2.7 (Evidence of Debt), (ci) may consult with legal counsel (including counsel to for the Borrower or any other Loan PartyBorrower), 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, ; (dii) makes no warranty or representation to any Lender or Issuer Bank and shall not be responsible to any Lender or Issuer Bank for any statements, warranties or representations (whether written or oral) made by or on behalf of the Company or any of its Subsidiaries in or in connection with this Agreement or any other Loan Document, Agreement; (eiii) shall not have any duty to ascertain or to inquire either as to the performance performance, observance or observance satisfaction of any termof the terms, covenant covenants or condition conditions of this Agreement on the part of the Borrower or any other Loan Document, as to the financial condition of any Loan Party or as to the existence or possible existence at any time of any Default or Event to inspect the property (including the books and records) of Default, the Borrower; (fiv) shall not be responsible to any Lender or Issuer Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or or, if applicable, the attachment, perfection or priority of any Lien lien or security interest created or purported to be created under or in connection with, this Agreement, any other Loan Document Agreement or any other instrument or document furnished pursuant hereto or thereto hereto; and (gv) 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 writing may be a telecopy by telecopier, telegram or electronic mailcommunication) or any telephone message 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. None of the Administrative Agent Agent, any of its Affiliates or any of its Affiliates, their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it, him, her or them under or in connection with this Agreement or the other Loan Documents, except for its, his, her or their own gross negligence or willful misconduct. Without limiting the foregoing, the Administrative Agent (a) may treat the payee of any Term Loan Note as its holder until such Term Loan Note has been assigned in accordance with Section 11.2(e) 11.2 (Assignments and Participations), (b) may rely on the Register to the extent set forth in Section 2.7 2.4 (Evidence of Debt), (c) may consult with legal counsel (including counsel to the Borrower or any other Loan 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, (d) makes no warranty or representation to any Lender or Issuer and shall not be responsible to any Lender or Issuer for any statements, warranties or representations made by or on behalf of the Company Borrower or any of its Subsidiaries in or in connection with this Agreement or any other Loan Document, (e) shall not have any duty to ascertain or to inquire either as to the performance or observance of any term, covenant or condition of this Agreement or any other Loan Document, as to the financial condition of any Loan Party or as to the existence or possible existence of any Default or Event of Default, (f) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement, any other Loan Document or any other instrument or document furnished pursuant hereto or thereto and (g) 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 writing may be a telecopy or electronic mail) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 1 contract
Samples: Tecumseh Products Co
Administrative Agent’s Reliance, Etc. None of the Administrative Agent Agent, any of its Affiliates or any of its Affiliates, their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it, him, her or them under or in connection with this Agreement or the other Loan Documents, except for its, his, her or their own gross negligence or willful misconduct. Without limiting the foregoing, the Administrative Agent (a) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 11.2(e) 11.2 (Assignments and Participations), (b) may rely on the Register to the extent set forth in Section 2.7 (Evidence of DebtPromissory Notes), (c) may consult with legal counsel (including counsel to the Borrower Borrowers or any other Loan 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, (d) makes no warranty or representation to any Lender or any Issuer and shall not be responsible to any Lender or any Issuer for any statements, warranties or representations made by or on behalf of the Company any Borrower or any of its Subsidiaries in or in connection with this Agreement or any other Loan Document, (e) shall not have any duty to ascertain or to inquire either as to the performance or observance of any term, covenant or condition of this Agreement or any other Loan Document, as to the financial condition of any Loan Party or as to the existence or possible existence of any Default or Event of Default, (f) shall not be deemed to have knowledge of any Event of Default unless and until notice describing such Event of Default is given to an Agent or its Affiliates by a Borrower, a Lender or an Issuer, (g) shall not be responsible to any Lender or any Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection attachment or priority of any Lien created or purported to be created under or in connection with, this Agreement, any other Loan Document or any other instrument or document furnished pursuant hereto or thereto and thereto, (gh) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting or relying upon any notice, consent, certificate certificate, statement, report or other instrument or writing (which writing may be a telecopy or telecopy, electronic mail, Internet or intranet website posting or other distribution) or any telephone message believed by it to be genuine and signed signed, sent or sent otherwise authenticated by the proper party or parties, (i) shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Company, any Borrower or any of their Affiliates that is communicated to or obtained by any Agent or any of its Affiliates in any capacity and (j) may presume that any condition hereunder that by its terms must be fulfilled to the satisfaction of a Lender or an Issuer is satisfactory to such Lender or such Issuer unless the Agent shall have received notice to the contrary from such Lender or such Issuer prior to the making of any Loan or the issuance of any Letter of Credit.
Appears in 1 contract
Samples: Credit Agreement (Acco Brands Corp)
Administrative Agent’s Reliance, Etc. None of Neither the Administrative Agent or nor any of its Affiliates, directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it, him, her it or them as Administrative Agent under or in connection with this Agreement or any of the other Loan Transaction Documents, except for itsits 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, his, her except for its or their own gross negligence or willful misconduct. Without 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 11.2(e) (Assignments and Participations), (b) may rely on the Register to the extent set forth in Section 2.7 (Evidence of Debt), (ci) may consult with legal counsel (including counsel to for the Borrower or any other Loan Partythe Transferor), 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, ; (dii) makes no warranty or representation to any Lender or Issuer and shall not be responsible to any Lender or Issuer for any statements, warranties or representations made by or on behalf of the Company or any of its Subsidiaries in or in connection with this Agreement or any other Loan Document, Agreement; (eiii) shall not have any duty to ascertain or to inquire either as to the performance or observance of any termof the terms, covenant covenants or condition conditions of this Agreement or any of the other Loan DocumentTransaction Documents on the part of the Borrower, as the Transferor, or the Servicer or to inspect the financial condition property (including the books and records) of any Loan Party the Borrower, the Transferor, or as to the existence or possible existence of any Default or Event of Default, Servicer; (fiv) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement, any of the other Loan Document Transaction Documents or any other instrument or document furnished pursuant hereto or thereto thereto; and (gv) 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 or other instrument or writing (which writing may be a telecopy or electronic mailby facsimile) or any telephone message 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 (Golub Capital BDC, Inc.)
Administrative Agent’s Reliance, Etc. None of the Administrative Agent Agent, any of its Affiliates or any of its Affiliates, their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it, him, her or them under or in connection with this Agreement or the other Loan Documents, except for its, his, her or their own gross negligence or willful misconduct. Without limiting the foregoing, the Administrative Agent (a) may treat the payee of any Term Loan Note as its holder until such Term Loan Note has been assigned in accordance with Section 11.2(e) 11.2 (Assignments and Participations), (b) may rely on the Register to the extent set forth in Section 2.7 2.5 (Evidence of Debt), (c) may consult with legal counsel (including counsel to the Borrower or any other Loan 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, (d) makes no warranty or representation to any Lender or Issuer and shall not be responsible to any Lender or Issuer for any statements, warranties or representations made by or on behalf of the Company Borrower or any of its Subsidiaries in or in connection with this Agreement or any other Loan Document, (e) shall not have any duty to ascertain or to inquire either as to the performance or observance of any term, covenant or condition of this Agreement or any other Loan Document, as to the financial condition of any Loan Party or as to the existence or possible existence of any Default or Event of Default, (f) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement, any other Loan Document or any other instrument or document furnished pursuant hereto or thereto and (g) 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 writing may be a telecopy or electronic mail) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties.
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Administrative Agent’s Reliance, Etc. None of Neither the Administrative Agent nor any of its Affiliates or any of its Affiliates, the respective directors, officers, agents or employees of the Administrative Agent or any such Affiliate shall be liable for any action taken or omitted to be taken by it, him, her or them under or in connection with this Agreement or the other Loan Documents, except for its, his, her or their own gross negligence or willful misconduct. Without limiting the foregoing, the Administrative Agent (a) may treat the payee of any Revolving Credit Note as its holder until such Revolving Credit Note has been assigned in accordance with Section 11.2(e) (Assignments and Participations), 13.2; (b) may rely on the Register to the extent set forth in Section 2.7 (Evidence of Debt13.2(c), ; (c) may consult with legal counsel (including counsel to the Borrower Parent Guarantor or any other Loan 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, ; (d) makes no warranty or representation to any Lender or Issuer and shall not be responsible to any Lender or Issuer for any statements, warranties or representations made by or on behalf of the Company Parent Guarantor or any of its Subsidiaries in or in connection with this Agreement or any of the other Loan Document, Documents; (e) shall not have any duty to ascertain or to inquire either as to the performance or observance of any termof the terms, covenant covenants or condition conditions of this Agreement or any of the other Loan Document, as to Documents or the financial condition of any Loan Party Party, or as to the existence or possible existence of any Default or Event of Default, ; (f) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, of this Agreement or any of the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement, any other Loan Document Documents or any other instrument or document furnished pursuant hereto or thereto thereto; and (g) 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 or other instrument or writing (which writing may be a telecopy or electronic mailby telecopy) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 1 contract
Samples: Credit Agreement (Classic Cable Inc)
Administrative Agent’s Reliance, Etc. None of the Administrative Agent Agent, any of its Affiliates or any of its Affiliates, their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it, him, her or them under or in connection with this Agreement or the other Loan Documents, except for its, his, her or their own gross negligence or willful misconduct. Without limiting the foregoing, the Administrative Agent (a) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 11.2(e) 11.2 (Assignments and Participations), (b) may rely on the Register to the extent set forth in Section 2.7 11.2(c) (Evidence of DebtAssignments and Participations), (c) may consult with legal counsel (including counsel to the Borrower or any other Loan 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, (d) makes no warranty or representation to any Lender or Issuer and shall not be responsible to any Lender or Issuer for any statements, warranties or representations made by or on behalf of the Company Borrower or any of its Subsidiaries in or in connection with this Agreement or any other Loan Document, (e) shall not have any duty to ascertain or to inquire either as to the performance or observance of any term, covenant or condition of this Agreement or any other Loan Document, as to the financial condition of any Loan Party or as to the existence or possible existence of any Default or Event of Default, (f) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement, any other Loan Document or any other instrument or document furnished pursuant hereto or thereto and (g) 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 writing may be a telecopy or electronic mail) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties.
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Administrative Agent’s Reliance, Etc. None of Neither the Administrative Agent nor any of its Affiliates or any of its Affiliates, the respective directors, officers, agents or employees of the Administrative Agent or any such Affiliate shall be liable for any action taken or omitted to be taken by it, him, her or them under or in connection with this Agreement or the other Loan Documents, except for its, his, her or their own gross negligence or willful misconduct. Without limiting the foregoing, the Administrative Agent (a) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 11.2(e) (Assignments and Participations), 13.2; (b) may rely on the Register to the extent set forth in Section 2.7 (Evidence of Debt13.2(c), ; (c) may consult with legal counsel (including counsel to the Borrower or any other Loan 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, ; (d) makes no warranty or representation to any Lender or Issuer and shall not be responsible to any Lender or Issuer for any statements, warranties or representations made by or on behalf of the Company Parent Guarantor, the Borrower or any of its Subsidiaries in or in connection with this Agreement or any of the other Loan Document, Documents; (e) shall not have any duty to ascertain or to inquire either as to the performance or observance of any termof the terms, covenant covenants or condition conditions of this Agreement or any of the other Loan Document, as to Documents or the financial condition of any Loan Party Party, or as to the existence or possible existence of any Default or Event of Default, ; (f) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, of this Agreement or any of the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement, any other Loan Document Documents or any other instrument or document furnished pursuant hereto or thereto thereto; and (g) 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 or other instrument or writing (which writing may be a telecopy or electronic mailby telecopy) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 1 contract
Samples: Credit Agreement (Conseco Inc)
Administrative Agent’s Reliance, Etc. None of the Administrative Agent Agent, any of its Affiliates or any of its Affiliates, their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it, him, her or them under or in connection with this Agreement or the other Loan Documents, except for its, his, her or their own gross negligence or willful misconduct. Without limiting the foregoing, the CREDIT AGREEMENT FMC FINANCE B.V. Administrative Agent (a) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 11.2(e) 12.2 (Assignments and Participations), (b) may rely on the Register to the extent set forth in Section 2.7 12.2(d) (Evidence of DebtAssignments and Participations), (c) may consult with legal counsel (including counsel to the Borrower or any other Loan 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, (d) makes no warranty or representation to any Lender or Issuer and shall not be responsible to any Lender or Issuer for any statements, warranties or representations made by or on behalf of the Company Borrower or any of its Subsidiaries in or in connection with this Agreement or any other Loan Document, (e) shall not have any duty to ascertain or to inquire either as to the performance or observance of any term, covenant or condition of this Agreement or any other Loan Document, as to the financial condition of any Loan Party or as to the existence or possible existence of any Default or Event of Default, (f) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement, any other Loan Document or any other instrument or document furnished pursuant hereto or thereto and (g) 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 writing may be a telecopy or electronic mail) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 1 contract
Samples: Credit Agreement (FMC Corp)
Administrative Agent’s Reliance, Etc. None of Neither the ------------------------------------- Administrative Agent or nor any of its Affiliates, Affiliates nor any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it, him, her it or them under or in connection with this Agreement or the other Loan Documents, except for its, his, her damages caused by its or their own gross negligence or willful misconduct. Without limiting limitation of the generality of the foregoing, the Administrative Agent Agent: (a) may treat the payee of any Note as its the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such Note has been assigned payee and in accordance with Section 11.2(e) (Assignments and Participations), form satisfactory to the Administrative Agent; (b) may rely on the Register to the extent set forth in Section 2.7 (Evidence of Debt), (c) may consult with legal counsel (including counsel to the Borrower or any other Loan Party)counsel, independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts, ; (dc) makes no warranty or representation to any Lender or Issuer and shall not be responsible to any Lender or Issuer for any statements, warranties or representations made by or on behalf of the Company or any of its Subsidiaries in or in connection with this Agreement or any the other Loan Document, Documents; (ed) shall not have any duty to ascertain or to inquire either as to the performance or observance of any termof the terms, covenant covenants or condition conditions of this Agreement or any the other Loan Document, as to Documents on the financial condition part of any Loan Party Borrower or as to inspect the existence or possible existence of any Default or Event of Default, Collateral (fincluding the books and records); (e) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, of this Agreement or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement, any other Loan Document Documents or any other instrument or document furnished pursuant hereto or thereto thereto; and (gf) 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 or other instrument or writing (which writing may be a telecopy by telecopy, telegram, cable or electronic mailtelex) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties.
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Administrative Agent’s Reliance, Etc. None of Neither the Administrative Agent Agent, nor any of its Affiliates or any of its Affiliates, the respective directors, officers, agents or employees of the Administrative Agent or any such Affiliate shall be liable for any action taken or omitted to be taken by it, him, her or them under or in connection with this Agreement or the other Loan Documents, except for its, his, her or their own gross negligence or willful wilful misconduct. Without limiting limitation of the generality of the foregoing, the Administrative Agent (ai) may treat the payee of any Note as its the holder thereof until such Note note has been assigned in accordance with Section 11.2(e) 11.7; (Assignments and Participations), (bii) may rely on the Register to the extent set forth in Section 2.7 11.7(c); (Evidence of Debt), (ciii) may consult with legal counsel (including including, without limitation, counsel to the Borrower or any other Loan 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, ; (div) makes no warranty or representation to any Lender or Issuer and shall not be responsible to any Lender or Issuer for any statements, warranties or representations made by or on behalf of the Company or any of its Subsidiaries in or in connection with this Agreement or any of the other Loan Document, Documents; (ev) shall not have any duty to ascertain or to inquire either as to the performance or observance of any termof the terms, covenant covenants or condition conditions of this Agreement or any of the other Loan Document, as to Documents on the financial condition part of the Borrower or any other Loan Party or as to inspect the existence property (including, without limitation, the books and records) of the Borrower or possible existence of any Default or Event of Default, other Loan Party; (fvi) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, of this Agreement or any of the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement, any other Loan Document 106 Documents or any other instrument or document furnished pursuant hereto or thereto thereto; and (gvii) 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 or other instrument or writing (which writing may be a telecopy by telegram, cable, telex or electronic mailfacsimile transmission) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 1 contract
Samples: Revolving Credit Agreement (Sunstone Hotel Investors Inc)
Administrative Agent’s Reliance, Etc. None of Neither the Administrative Agent nor any of its Affiliates or any of its Affiliates, the respective directors, officers, agents or employees of the Administrative Agent or any such Affiliate shall be liable for any action taken or omitted to be taken by it, him, her or them under or in connection with this Agreement or the other Loan Documents, except for its, his, her or their own gross negligence or willful misconduct. Without limiting the foregoing, the Administrative Agent (a) may treat the payee of any Revolving Credit Note or Term Credit Note as its holder until such Revolving Credit Note or Term Credit Note, as applicable has been assigned in accordance with Section 11.2(e) (Assignments and Participations), 13.2; (b) may rely on the Register to the extent set forth in Section 2.7 (Evidence of Debt13.2(c), ; (c) may consult with legal counsel (including counsel to the Borrower or any other Loan 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, ; (d) makes no warranty or representation to any Lender or Issuer and shall not be responsible to any Lender or Issuer for any statements, warranties or representations made by or on behalf of the Company Borrower or any of its Subsidiaries in or in connection with this Agreement or any of the other Loan Document, Documents; (e) shall not have any duty to ascertain or to inquire either as to the performance or observance of any termof the terms, covenant covenants or condition conditions of this Agreement or any of the other Loan Document, as to Documents or the financial condition of any Loan Party Party, or as to the existence or possible existence of any Default or Event of Default, ; (f) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, of this Agreement or any of the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement, any other Loan Document Documents or any other instrument or document furnished pursuant hereto or thereto thereto; and (g) 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 or other instrument or writing (which writing may be a telecopy or electronic mailby telecopy) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties.
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Administrative Agent’s Reliance, Etc. None of the Neither Administrative Agent or Agent, nor any of its Affiliates, directors, officers, agents agents, employees, or employees representatives shall be liable for any action taken or omitted to be taken by it, him, her it or them under or in connection with this Agreement or the any other Loan DocumentsDocument, except for its, his, her its or their own gross negligence or willful misconduct. Without limiting limitation of the generality of the foregoing, the Administrative Agent (a) may treat the payee of any Note as its the holder thereof until such Note has been assigned in accordance with Section 11.2(e) (Assignments and Participations), Administrative Agent receives written notice of the Lender; (b) may rely on the Register to the extent set forth in Section 2.7 (Evidence of Debt), (c) may consult with legal counsel (including counsel to for the Borrower or any other Loan Partyof its Subsidiaries), independent public accountants 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 accountants, or experts, ; (dc) 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 Company or any of its Subsidiaries in or in connection with this Agreement or any other Loan Document, Documents; (ed) shall not have any duty to ascertain or to inquire either as to the performance or observance of any termof the terms, covenant covenants, or condition conditions of this Agreement or any other Loan Document, as to Documents on the financial condition part of any Loan Party obligor or as its Subsidiaries or to inspect the existence or possible existence property (including the books and records) of any Default obligor or Event of Default, its subsidiaries; (fe) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency sufficiency, or value of, or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement, any other Loan Document Documents, or any other instrument or document furnished pursuant hereto or thereto hereto; and (gf) shall incur no liability under or in respect of this Agreement or any other Loan Document Documents by acting upon any notice, consent, certificate certificate, or other instrument or writing (which writing may be a telecopy or electronic mail) or any telephone message believed believe by it to be genuine and signed or sent by the proper party or parties.
Appears in 1 contract
Samples: Credit Agreement (Flanders Corp)
Administrative Agent’s Reliance, Etc. None of Neither the Administrative Agent or nor any of its Affiliates, directors, officers, agents agents, employees or employees counsel shall be liable for any action taken or omitted to be taken by it, him, her it or any of them under or in connection with this Agreement or the other Loan DocumentsAgreement, except for its, his, her its or their own gross negligence or willful misconduct. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by the Administrative Agent with reasonable care. Without limiting the generality of the foregoing, the Administrative Agent Agent: (a) may -76- 82 deem and treat the payee of any Note as its the holder thereof for all purposes until such Note has been assigned the Administrative Agent receives and accepts an Assignment Agreement executed in accordance with Section 11.2(e) (Assignments and Participations), 13.5.; (b) may rely on the Register to the extent set forth in Section 2.7 (Evidence of Debt), (c) may consult with and rely upon legal counsel (including its own counsel to or counsel for the Borrower or any other Loan 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, ; (dc) makes no warranty or representation to any Lender or Issuer any other Person and shall not be responsible to any Lender or Issuer any other Person for any statements, warranties or representations made by or on behalf of the Company or any of its Subsidiaries Person in or in connection with this Agreement or any other Loan Document, ; (ed) shall not have any duty to ascertain or to inquire either as to the performance or observance of any termof the terms, covenant covenants or condition conditions of any of this Agreement or any other Loan Document, as to Document or the financial condition satisfaction of any conditions precedent under this Agreement or any Loan Party Document on the part of the Borrower or as to other Persons or inspect the existence property, books or possible existence records of the Borrower or any Default or Event of Default, other Person; (fe) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, of this Agreement or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement, any other Loan Document or Document, any other instrument or document furnished pursuant hereto thereto or thereto 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 (gf) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon (and shall be entitled to rely upon) any notice, consent, certificate certificate, instrument, writing or other instrument or writing communication (which writing may be a telecopy by telephone or electronic mailtelecopy) or any telephone message believed by it to be genuine and signed correct and signed, sent or sent given by or on behalf of the proper party Person or partiesPersons.
Appears in 1 contract
Samples: Credit Agreement (Asa Holdings Inc)
Administrative Agent’s Reliance, Etc. None of the Administrative Agent Agent, any of its Affiliates or any of its Affiliates, their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it, him, her or them under or in connection with this Agreement or the other Loan Documents, except for its, his, her or their own gross negligence or willful misconduct. Without limiting the foregoing, the Administrative Agent (a) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 11.2(e) 13.2 (Assignments and Participations), (b) may rely on the Register to the extent set forth in Section 2.7 13.2(c) (Evidence of DebtAssignments and Participations), (c) may consult with legal counsel (including counsel to the Borrower Borrowers or any other Loan 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, (d) makes no warranty or representation to any Lender or Issuer and shall not be responsible to any Lender or Issuer for any statements, warranties or representations made by or on behalf of the Company any Borrower or any of its Subsidiaries in or in connection with this Agreement or any other Loan Document, (e) shall not have any duty to ascertain or to inquire either as to the performance or observance of any term, covenant or condition of this Agreement or any other Loan Document, as to the financial condition of any Loan Party or as to the existence or possible existence of any Default or Event of Default, (f) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement, any other Loan Document or any other instrument or document furnished pursuant hereto or thereto and (g) 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 writing may be a telecopy or electronic mail) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 1 contract
Samples: Credit Agreement (Exide Corp)
Administrative Agent’s Reliance, Etc. None of the Administrative Agent Agent, any of its Affiliates or any of its Affiliates, their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it, him, her or them under or in connection with this Agreement or the other Loan Documents, AMENDED AND RESTATED CREDIT AGREEMENT XXXXX HEALTHCARE CORPORATION except for its, his, her or their own gross negligence or willful misconduct. Without limiting the foregoing, the Administrative Agent (a) may treat the payee of any Revolving Credit Note as its holder until such Revolving Credit Note has been assigned in accordance with Section 11.2(e) 11.2 (Assignments and Participations), (b) may rely on the Register to the extent set forth in Section 2.7 (Evidence of Debt), (c) may consult with legal counsel (including counsel to the Borrower or any other Loan 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, (d) makes no warranty or representation to any Lender or Issuer and shall not be responsible to any Lender or Issuer for any statements, warranties or representations made by or on behalf of the Company or any of its Subsidiaries Group Member in or in connection with this Agreement or any other Loan Document, (e) shall not have any duty to ascertain or to inquire either as to the performance or observance of any term, covenant or condition of this Agreement or any other Loan Document, as to the financial condition of any Loan Party or as to the existence or possible existence of any Default or Event of Default, (f) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement, any other Loan Document or any other instrument or document furnished pursuant hereto or thereto and (g) 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 writing may be a telecopy fax or electronic mail) or any telephone message 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. None of the Administrative Agent Agent, any of its Affiliates or any of its Affiliates, their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it, him, her or them under or in connection with this Agreement or the other Loan Documents, except for its, his, her or their own gross negligence or willful misconduct. Without limiting the foregoing, the Administrative Agent (a) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 11.2(e) (Assignments and Participations), (b) may rely on the Register to the extent set forth in Section 2.7 2.6 (Evidence of Debt), (c) may consult with legal counsel (including counsel to the Borrower or any other Loan 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, (d) makes no warranty or representation to any Lender or Issuer and shall not be responsible to any Lender or Issuer for any statements, warranties or representations made by or on behalf of the Company any Loan Party or any of its such Loan Party’s Subsidiaries in or in connection with this Agreement or any other Loan Document, (e) shall not have any duty to ascertain or to inquire either as to the performance or observance of any term, covenant or condition of this Agreement or any other Loan Document, as to the financial condition of any Loan Party or as to the existence or possible existence of any Default or Event of Default, (f) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement, any other Loan Document or any other instrument or document furnished pursuant hereto or thereto and (g) 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 writing may be a telecopy or electronic mail) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties.. Credit Agreement Macquarie Infrastructure Company Inc.
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Administrative Agent’s Reliance, Etc. None of Neither the Administrative Agent or nor any of its Affiliates, directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it, him, her it or them under or in connection with this Agreement or the other Loan Documents, except for its, his, her its or their own gross negligence or willful misconductmisconduct as determined in a non-appealable decision of a court of competent jurisdiction. Without limiting limitation of the generality of the foregoing, the Administrative Agent Agent: (a) may treat the payee of any Note as its holder until or, in the case of a Registered Note, the Person in whose name such Note has been assigned is registered in accordance with the Register, as the holder thereof until the Administrative Agent receives and accepts an Assignment and Acceptance entered into by the Lender that is the payee of such Note, as assignor, and an assignee of such Lender, as provided in Section 11.2(e) (Assignments and Participations), 8.07; (b) may rely on the Register to the extent set forth in Section 2.7 (Evidence of Debt), (c) may consult with legal counsel (including counsel to for the Borrower or any other Loan PartyParties), 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, ; (dc) makes no warranty or representation to any Lender or Issuer and shall not be responsible to any Lender or Issuer for any statements, warranties or representations (whether written or oral) made by or on behalf of the Company or any of its Subsidiaries in or in connection with this Agreement or any other the Loan Document, Documents; (ed) shall not have any duty to ascertain or to inquire either as to the performance or observance of any termof the terms, covenant covenants or condition of this Agreement or any other Loan Document, as to the financial condition conditions of any Loan Party Document on the part of the Borrowers or as to inspect the existence or possible existence property (including the books and records) of any Default or Event of Default, the Borrowers; (fe) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any Lien lien or security interest, if any, created or purported to be created under or in connection with, this Agreement, any other Loan Document or any other instrument or document furnished pursuant hereto or thereto thereto; and (gf) 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 writing may be a telecopy or electronic mailby telecopy) or any telephone message believed by it in good faith to be genuine and signed or sent by the proper party or parties.
Appears in 1 contract
Administrative Agent’s Reliance, Etc. None of Neither the Administrative Agent or nor any of its Affiliates, directors, officers, agents or employees shall be liable to any Lender for any action taken or omitted to be taken by it, him, her or them the Administrative Agent under or in connection with this Agreement or the other Loan Documentsany related agreement or document, except for its, his, her its or their own gross negligence or willful misconduct. Without 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 11.2(e) (Assignments and Participations), (b) may rely on the Register to the extent set forth in Section 2.7 (Evidence of Debt), (ci) may consult with legal counsel (including counsel to the Borrower or any other Loan Party)counsel, independent public accountants and other experts selected by it (which may be counsel for the Borrower, the Servicer or the Originator) 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, ; (dii) makes no warranty or representation to any Lender or Issuer and shall not be responsible to any Lender or Issuer for any statements, warranties or representations made by the Borrower, the Originator or on behalf of the Company or any of its Subsidiaries in or Servicer in connection with this Agreement or any other Loan Transaction Document, ; (eiii) shall not have any duty to ascertain or to inquire either as to the performance or observance of any termof the terms, covenant covenants or condition conditions of this Agreement or any other Loan DocumentTransaction Document on the part of the Borrower, as the Originator or the Servicer or to inspect the financial condition property (including the books and records) of any Loan Party the Borrower, the Originator or as to the existence or possible existence of any Default or Event of Default, Servicer; (fiv) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement, any other Loan Document Agreement or any other instrument or document furnished pursuant hereto or thereto hereto; and (gv) shall incur no liability under or in respect of this Agreement or any other Loan Transaction Document by acting upon any noticenotice (including notice by telephone), consent, certificate or other instrument or writing (which writing may be a telecopy or electronic mailby telex) or any telephone message believed by it in good faith to be genuine and signed or sent by the proper party or parties. The Administrative Agent shall not be deemed to have knowledge of any Event of Default, Early Amortization Event or Servicer Replacement Event unless the Administrative Agent has received actual notice thereof.
Appears in 1 contract
Administrative Agent’s Reliance, Etc. None Notwithstanding any other provision of any Loan Document, neither the Administrative Agent nor any of the Administrative Agent or any of its Affiliates, Agent's directors, officers, agents agents, employees or employees counsel shall be liable for any action taken or omitted to be taken by it, him, her it or them under or in connection with this Agreement or the other Loan DocumentsAgreement, except for its, his, her its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, the Administrative Agent Agent: (a) may treat the payee of any Note as its the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such Note has been assigned payee and in accordance with Section 11.2(e) (Assignments and Participations), form satisfactory to the Administrative Agent; (b) may rely on the Register to the extent set forth in Section 2.7 (Evidence of Debt), (c) may consult with legal counsel (including its own counsel to or counsel for the Borrower or any other Loan 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, ; (dc) makes no warranty or representation to any Lender or Issuer any other Person and shall not be responsible to any Lender or Issuer any other Person for any statements, warranties or representations made by or on behalf of the Company or any of its Subsidiaries Person in or in connection with this Agreement or any other Loan Document, ; (ed) shall not have any duty to ascertain or to inquire either as to the performance or observance of any termof the terms, covenant covenants or condition conditions of any of this Agreement or any other Loan Document, as to Document or the financial condition satisfaction of any conditions precedent under this Agreement or any Loan Party Document on the part of the Borrower or as to other Persons or inspect the existence property, books or possible existence records of the Borrower or any Default or Event of Default, other Person; (fe) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, of this Agreement or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement, any other Loan Document or Document, any other instrument or document furnished pursuant hereto thereto or thereto 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 (gf) 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 writing may be a telecopy by telephone or electronic mailtelecopy) or any telephone message believed by it to be genuine and signed signed, sent or sent given by the proper party or parties.
Appears in 1 contract
Samples: Term Loan Agreement (Federal Realty Investment Trust)
Administrative Agent’s Reliance, Etc. None of Neither the Administrative Agent nor any of its Affiliates or any of its Affiliates, the respective directors, officers, agents or employees of the Administrative Agent or any such Affiliate shall be liable for any action taken or omitted to be taken by it, him, her or them under or in connection with this Agreement or the other Loan Documents, except for its, his, her or their own gross negligence or willful misconduct. Without limiting the foregoing, the Administrative Agent (a) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 11.2(e) (Assignments and Participations), 9.2; (b) may rely on the Register to the extent set forth in Section 2.7 (Evidence of Debt9.2(d), ; (c) may consult with legal counsel (including counsel to the Borrower or any other Loan 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, ; (d) makes no warranty or representation to any Lender or Issuer and shall not be responsible to any Lender or Issuer for any statements, warranties or representations made by or on behalf of the Company Borrower or any of its Subsidiaries in or in connection with this Agreement or any of the other Loan Document, Documents; (e) shall not have any duty to ascertain or to inquire either as to the performance or observance of any termof the terms, covenant covenants or condition conditions of this Agreement or any of the other Loan Document, as to Documents or the financial condition of any Loan Party Party, or as to the existence or possible existence of any Default or Event of Default, ; (f) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement, Agreement or any of the other Loan Document Documents or any other instrument or document furnished pursuant hereto or thereto thereto; and (g) 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 or other instrument or writing (which writing may be a by telecopy or electronic mail) or any telephone message 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. None of the Administrative Agent Agent, any of its Affiliates or any of its Affiliates, their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it, him, her or them under or in connection with this Agreement or the other Loan Documents, except for its, his, her or their own gross negligence or willful misconduct. Without limiting the foregoing, the Administrative Agent (a) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 11.2(e) 12.2 (Assignments and Participations), (b) may rely on the Register to the extent set forth in Section 2.7 12.2(c) (Evidence of DebtAssignments and Participations), (c) may consult with legal counsel (including counsel to the Borrower or any other Loan 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, (d) makes no warranty or representation to any Lender or Issuer and shall not be responsible to any Lender or Issuer for any statements, warranties or representations made by or on behalf of the Company Borrower or any of its Subsidiaries in or in connection with this Agreement or any other Loan Document, (e) shall not have any duty to ascertain or to inquire either as to the performance or observance of any term, covenant or condition of this Agreement or any other Loan Document, as to the financial condition of any Loan Party or as to the existence or possible CREDIT AGREEMENT FMC FINANCE B.V. existence of any Default or Event of Default, (f) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement, any other Loan Document or any other instrument or document furnished pursuant hereto or thereto and (g) 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 writing may be a telecopy or electronic mail) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 1 contract
Samples: Credit Agreement (FMC Corp)
Administrative Agent’s Reliance, Etc. None of (a) Neither the Administrative Agent or nor any of its Affiliates, respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it, him, her it or them under or in connection with this Agreement or any of the other Loan Facility Documents, except for its, his, her its or their own gross negligence negligence, fraud, bad faith or willful misconduct. Without limiting the generality of 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 11.2(e) (Assignments and Participations), (b) may rely on the Register to the extent set forth in Section 2.7 (Evidence of Debt), (ci) may consult with legal counsel (including counsel to for the Borrower or the Collateral Manager or any other Loan Party), of their Affiliates) and independent public accountants and other experts selected by it with due care 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 expertsexperts in the absence of its own gross negligence, fraud or willful misconduct; (dii) makes no warranty or representation to any Lender Secured Party or Issuer any other Person and shall not be responsible to any Lender Secured Party or Issuer any Person for any statements, warranties or representations (whether written or oral) made by or on behalf of the Company or any of its Subsidiaries in or in connection with this Agreement or any the other Loan Document, Facility Documents; (eiii) shall not have any duty to monitor, ascertain or to inquire either as to the performance or observance of any termof the terms, covenant covenants or condition conditions of this Agreement Agreement, the other Facility Documents or any Related Document on the part of the Borrower, the Collateral Manager or any other Loan Document, as Person or to inspect the financial condition property (including the books and records) of any Loan Party the Borrower or as to the existence or possible existence of any Default or Event of Default, Collateral Manager; (fiv) shall not be responsible to any Lender Secured Party or Issuer any other Person for the due execution, legality, validity, enforceability, perfection, genuineness, sufficiency or value of, of any Collateral (or the attachmentvalidity, perfection perfection, priority or priority enforceability of any Lien created or purported to be created under or in connection withthe Liens on the Collateral), this Agreement, the other Facility Documents, any other Loan Related Document or any other instrument or document furnished pursuant hereto or thereto thereto; and (gv) 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 (including, for the avoidance of doubt, the Borrowing Base Calculation Statement), instruction or waiver, report, statement, opinion, direction or other instrument or writing (which writing may be a telecopy delivered by telecopier, email, cable or electronic mailtelex, if acceptable to it) or any telephone message believed by it in good faith to be genuine and believed by it to be genuine and 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, the Collateral Manager’s, any Lender’s or any other Person’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. The Administrative Agent shall not be liable for the actions for omissions of any other agent (including concerning the application of funds), or under any duty to monitor or investigate compliance on the part of any other agent with the terms or requirements of this Agreement, any Facility Document or any Related Document, or their duties hereunder or thereunder.
Appears in 1 contract
Samples: Credit and Security Agreement (Logan Ridge Finance Corp.)
Administrative Agent’s Reliance, Etc. None Notwithstanding any other provision of any Loan Document, neither the Administrative Agent or nor any of its Affiliates, directors, officers, agents agents, employees or employees counsel shall be liable for any action taken or omitted to be taken by it, him, her it or them under or in connection with this Agreement or the other Loan DocumentsAgreement, except for its, his, her its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, the Administrative Agent Agent: (a) may treat the payee of any Note as its the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such Note has been assigned payee and in accordance with Section 11.2(e) (Assignments and Participations), form satisfactory to the Administrative Agent; (b) may rely on the Register to the extent set forth in Section 2.7 (Evidence of Debt), (c) may consult with legal counsel (including its own counsel to or counsel for the Borrower or any other Loan 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, ; (dc) makes no warranty or representation to any Lender or Issuer any other Person and shall not be responsible to any Lender or Issuer any other Person for any statements, warranties or representations made by or on behalf of the Company or any of its Subsidiaries Person in or in connection with this Agreement or any other Loan Document, ; (ed) shall not have any duty to ascertain or to inquire either as to the performance or observance of any termof the terms, covenant covenants or condition conditions of any of this Agreement or any other Loan Document, as to Document or the financial condition satisfaction of any conditions precedent under this Agreement or any Loan Party Document on the part of the Borrower or as to other Persons or inspect the existence property, books or possible existence records of the Borrower or any Default or Event of Default, other Person; (fe) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, of this Agreement or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement, any other Loan Document or Document, any other instrument or document furnished pursuant hereto thereto or thereto 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 (gf) 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 writing may be a telecopy by telephone or electronic mailtelecopy) or any telephone message believed by it to be genuine and signed signed, sent or sent given by the proper party or parties.
Appears in 1 contract
Samples: Credit Agreement (Mgi Properties)
Administrative Agent’s Reliance, Etc. None Notwithstanding any other provisions of this Agreement or any other Loan Documents, neither the Administrative Agent or nor any of its Affiliates, directors, officers, agents agents, employees or employees counsel shall be liable for any action taken or omitted to be taken by it, him, her it or them under or in connection with this Agreement or the any other Loan DocumentsDocument, except for its, his, her its or their own gross negligence or willful misconductmisconduct as determined by a court of competent jurisdiction in a final, non-appealable judgment. Without limiting the generality of the foregoing, the Administrative Agent Agent: (a) may treat the payee of any Note as its the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such Note has been assigned payee and in accordance with Section 11.2(e) (Assignments and Participations), form satisfactory to the Administrative Agent; (b) may rely on the Register to the extent set forth in Section 2.7 (Evidence of Debt), (c) may consult with legal counsel (including its own LEGAL02/38482536v6 counsel to or counsel for the Borrower or any other Loan 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, ; (dc) makes no warranty or representation to any Lender or Issuer any other Person and shall not be responsible to any Lender or Issuer any other Person for any statements, warranties or representations made by or on behalf of the Company or any of its Subsidiaries Person in or in connection with this Agreement or any other Loan Document, ; (ed) shall not have any duty to ascertain or to inquire either as to the performance or observance of any termof the terms, covenant covenants or condition conditions of any of this Agreement or any other Loan Document, as to Document or the financial condition satisfaction of any conditions precedent under this Agreement or any Loan Party Document on the part of the Borrower or as to other Persons or inspect the existence property, books or possible existence records of the Borrower or any Default or Event of Default, other Person; (fe) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, of this Agreement or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement, any other Loan Document or Document, any other instrument or document furnished pursuant hereto thereto or thereto 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 (gf) 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 writing may be a telecopy by telephone or electronic mailtelecopy) or any telephone message believed by it to be genuine and signed signed, sent or sent given by the proper party or parties.
Appears in 1 contract
Samples: Term Loan Agreement (Corporate Office Properties, L.P.)
Administrative Agent’s Reliance, Etc. None of Neither the Administrative Agent or nor any of its Affiliates, directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it, him, her it or them as Administrative Agent under or in connection with this Agreement or any of the other Loan Transaction Documents, except for its, his, her its or their own bad faith, 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 136 DMSLIBRARY01\30388519.v8 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 bad faith, gross negligence or willful misconduct as determined in a final decision by a court of competent jurisdiction. Without 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 11.2(e) (Assignments and Participations), (b) may rely on the Register to the extent set forth in Section 2.7 (Evidence of Debt), (ci) may consult with legal counsel (including counsel to for the Borrower or any other Loan Partythe Transferor), 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, ; (dii) makes no warranty or representation to any Lender or Issuer and shall not be responsible to any Lender or Issuer for any statements, warranties or representations made by or on behalf of the Company or any of its Subsidiaries in or in connection with this Agreement or any other Loan Document, Agreement; (eiii) shall not have any duty to ascertain or to inquire either as to the performance or observance of any termof the terms, covenant covenants or condition conditions of this Agreement or any of the other Loan DocumentTransaction Documents on the part of the Borrower, as the Transferor or the Servicer or to inspect the financial condition property (including the books and records) of any Loan Party the Borrower, the Transferor or as to the existence or possible existence of any Default or Event of Default, Servicer; (fiv) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement, any of the other Loan Document Transaction Documents or any other instrument or document furnished pursuant hereto or thereto thereto; and (gv) 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 or other instrument or writing (which writing may be a telecopy or electronic mailby facsimile) or any telephone message 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. None of the Administrative Agent Agent, any of its Affiliates or any of its Affiliates, their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it, him, her or them under or in connection with this Agreement or the other Loan Documents, except for its, his, her or their own gross negligence or willful misconduct. Without limiting the foregoing, the Administrative Agent (a) may treat the payee of any Revolving Credit Note as its holder until such Revolving Credit Note has been assigned in accordance with Section 11.2(e) (Assignments and Participations), (b) may rely on the Register to the extent set forth in Section 2.7 (Evidence of Debt), (c) may consult with legal counsel (including counsel to the Borrower or any other Loan 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, (d) makes no warranty or representation to any Lender or Issuer and shall not be responsible to any Lender or Issuer for any statements, warranties or representations made by or on behalf of the Company Borrower or any of its Subsidiaries in or in connection with this Agreement or any other Loan Document, (e) shall not have any duty to ascertain or to inquire either as to the performance or observance of any term, covenant or condition of this Agreement or any other Loan Document, as to the financial condition of any Loan Party or as to the existence or possible existence of any Default or Event of Default, (f) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement, any other Loan Document or any other instrument or document furnished pursuant hereto or thereto and (g) 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 writing may be a telecopy or electronic mail) or any telephone message 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. None of the Administrative Agent Agent, any of its Affiliates or any of its Affiliates, their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it, him, her or them under or in connection with this Agreement or the other Loan Documents, except for its, his, her or their own gross negligence or willful misconduct. Without limiting the foregoing, the Administrative Agent (a) may treat the payee of any Revolving Credit Note as its holder until such Revolving Credit Note has been assigned in accordance with Section 11.2(e) 9.2 (Assignments and Participations), (b) may rely on the Register to the extent set forth in Section 2.7 (Evidence of Debt), (c) may consult with legal counsel (including counsel to the Borrower or any other Loan 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, (d) makes no warranty or representation to any Lender or Issuer and shall not be responsible to any Lender or Issuer for any statements, warranties or representations made by or on behalf of the Company Borrower or any of its Subsidiaries in or in connection with this Agreement or any other Loan Document, (e) shall not have any duty to ascertain or to inquire either as to the performance or observance of any term, covenant or condition of this Agreement or any other Loan Document, as to the financial condition of any Loan Party or as to the existence or possible existence of any Default or Event of Default, (f) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement, any other Loan Document or any other instrument or document furnished pursuant hereto or thereto and (g) 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 writing may be a telecopy or electronic mail) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties.. 108
Appears in 1 contract
Samples: Credit Agreement (Tekni Plex Inc)
Administrative Agent’s Reliance, Etc. None Notwithstanding any other provisions of this Agreement, any other Loan Documents or the Other Related Documents, neither Administrative Agent or nor any of its Affiliates, directors, officers, agents agents, employees or employees counsel shall be liable for any action taken or omitted to be not taken by it, him, her or them it under or in connection with this Agreement or the any other Loan DocumentsDocument, except for its, his, her its or their own gross negligence or willful misconductmisconduct in connection with its duties expressly set forth herein or therein. Without limiting the generality of the foregoing, the Administrative Agent (a) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 11.2(e) (Assignments and Participations), (b) may rely on the Register to the extent set forth in Section 2.7 (Evidence of Debt), (c) Agent: may consult with legal counsel (including its own counsel to the or counsel for Borrower or any other Loan 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. Neither Administrative Agent nor any of its directors, officers, agents, employees or counsel: (da) makes no any warranty or representation to any Lender or Issuer any other Person and shall not be responsible to any Lender or Issuer any other Person for any statementsstatement, warranties warranty or representations representation made or deemed made by or on behalf of the Company Borrower, any other Loan Party or any of its Subsidiaries other Person in or in connection with this Agreement or any other Loan Document, ; (eb) shall not have any duty to ascertain or to inquire either as to the performance or observance of any termof the terms, covenant covenants or condition conditions of this Agreement or any other Loan Document, as to Document or the financial condition satisfaction of any conditions precedent under this Agreement or any Loan Party Document on the part of Borrower or as to other Persons or inspect the existence property, books or possible existence records of Borrower or any Default or Event of Default, other Person; (fc) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, of this Agreement or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement, any other Loan Document or Document, any other instrument or document furnished pursuant hereto thereto or thereto any Collateral covered thereby or the perfection or priority of any Lien in favor of Administrative Agent on behalf of 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 (ge) shall incur no any 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 writing may be a by telephone, telecopy or electronic mail) or any telephone message 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 1 contract
Administrative Agent’s Reliance, Etc. None of the Administrative Agent Agent, any of its Affiliates or any of its Affiliates, their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it, him, her or them under or in connection with this Agreement or the other Loan Documents, except for its, his, her or their own gross negligence or willful misconduct. Without limiting the foregoing, the Administrative Agent (a) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 11.2(e) (Assignments and Participations), (b) may rely on the Register to the extent set forth in Section 2.7 2.5 (Evidence of Debt), (cb) may consult with legal counsel (including counsel to the Borrower or any other Loan 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, (dc) makes no warranty or representation to any Lender or Issuer and shall not be responsible to any Lender or Issuer for any statements, warranties or representations made by or on behalf of the Company Borrower, the Parent or any of its Subsidiaries in or in connection with this Agreement or any other Loan Document, (ed) shall not have any duty to ascertain or to inquire either as to the performance or observance of any term, covenant or condition of this Agreement or any other Loan Document, as to the financial condition of any Loan Party or as to the existence or possible existence of any Default or Event of Default, (fe) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement, any other Loan Document or any other instrument or document furnished pursuant hereto or thereto and (gf) 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 writing may be a telecopy or electronic mail) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties. 81 TERM LOAN AGREEMENT COLLECTIVE BRANDS FINANCE, INC.
Appears in 1 contract
Administrative Agent’s Reliance, Etc. None Notwithstanding any other provisions of this Agreement or any other Loan Documents, neither the Administrative Agent or nor any of its Affiliates, directors, officers, agents agents, employees or employees counsel shall be liable for any action taken or omitted to be taken by it, him, her it or them under or in connection with this Agreement or the any other Loan DocumentsDocument, except for its, his, her its or their own gross negligence or willful misconductmisconduct as determined by a court of competent jurisdiction in a final, non-appealable judgment. Without limiting the generality of the foregoing, the Administrative Agent Agent: (a) may treat the payee of any Note as its the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such Note has been assigned payee and in accordance with Section 11.2(e) (Assignments and Participations), form satisfactory to the Administrative Agent; (b) may rely on the Register to the extent set forth in Section 2.7 (Evidence of Debt), (c) may consult with legal counsel (including its own counsel to or counsel for the Borrower or any other Loan 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 LEGAL02/36006473v7 in accordance with the advice of such counsel, accountants or experts, ; (dc) makes no warranty or representation to any Lender or Issuer any other Person and shall not be responsible to any Lender or Issuer any other Person for any statements, warranties or representations made by or on behalf of the Company or any of its Subsidiaries Person in or in connection with this Agreement or any other Loan Document, ; (ed) shall not have any duty to ascertain or to inquire either as to the performance or observance of any termof the terms, covenant covenants or condition conditions of any of this Agreement or any other Loan Document, as to Document or the financial condition satisfaction of any conditions precedent under this Agreement or any Loan Party Document on the part of the Borrower or as to other Persons or inspect the existence property, books or possible existence records of the Borrower or any Default or Event of Default, other Person; (fe) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, of this Agreement or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement, any other Loan Document or Document, any other instrument or document furnished pursuant hereto thereto or thereto 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 (gf) 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 writing may be a telecopy by telephone or electronic mailtelecopy) or any telephone message believed by it to be genuine and signed signed, sent or sent given by the proper party or parties.
Appears in 1 contract
Samples: Term Loan Agreement (Corporate Office Properties, L.P.)
Administrative Agent’s Reliance, Etc. None of the Administrative Agent Agent, any of its Affiliates or any of its Affiliates, their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it, him, her or them under or in connection with this Agreement or the other Loan Documents, except for its, his, her or their own gross negligence or willful misconduct. Without limiting the foregoing, the Administrative Agent (a) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 11.2(e) 10.2 (Assignments and Participations), (b) may rely on the Register to the extent set forth in Section 2.7 2.6 (Evidence of Debt), (c) may consult with legal counsel (including counsel to the Borrower Borrowers or any other Loan 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, (d) makes no warranty or representation to any Lender or Issuer and shall not be responsible to any Lender or Issuer for any statements, warranties or representations made by or on behalf of the Company MLP, the Borrowers or any of its the Borrowers’ Subsidiaries in or in connection with this Agreement or any other Loan Document, (e) shall not have any duty to ascertain or to inquire either as to the performance or observance of any term, covenant or condition of this Agreement or any other Loan Document, as to the financial condition of any Loan Party or as to the existence or possible existence of any Default or Event of Default, (f) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement, any other Loan Document or any other instrument or document furnished pursuant hereto or thereto and (g) 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 writing may be a telecopy or electronic mail) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties.. Exhibit 10.1
Appears in 1 contract
Samples: Revolving Credit Agreement (Boardwalk Pipeline Partners, LP)
Administrative Agent’s Reliance, Etc. None Notwithstanding any other provisions of this Agreement, any other Loan Documents, neither the Administrative Agent or nor any of its Affiliates, directors, officers, agents agents, employees or employees counsel shall be liable for any action taken or omitted to be not taken by it, him, her or them it under or in connection with this Agreement or the any other Loan DocumentsDocument, except for its, his, her its or their own gross negligence or willful misconductmisconduct in connection with its duties expressly set forth herein or therein. Without limiting the generality of the foregoing, the Administrative Agent (a) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 11.2(e) (Assignments and Participations), (b) may rely on the Register to the extent set forth in Section 2.7 (Evidence of Debt), (c) Agent: may consult with legal counsel (including its own counsel to or counsel for the Borrower or any other Loan 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. Neither the Administrative Agent nor any of its directors, officers, agents, employees or counsel: (da) makes no any warranty or representation to any Lender or Issuer any other Person and shall not be responsible to any Lender or Issuer any other Person for any statementsstatement, warranties warranty or representations representation made or deemed made by or on behalf of the Company Borrower, any other Loan Party or any of its Subsidiaries other Person in or in connection with this Agreement or any other Loan Document, ; (eb) shall not have any duty to ascertain or to inquire either as to the performance or observance of any termof the terms, covenant covenants or condition conditions of this Agreement or any other Loan Document, as to Document or the financial condition satisfaction of any conditions precedent under this Agreement or any Loan Party Document on the part of the Borrower, Owner, Guarantor or as to other Persons or inspect the existence property, books or possible existence records of the Borrower, Owner, Guarantor or any Default or Event of Default, other Person; (fc) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, of this Agreement or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement, any other Loan Document or Document, any other instrument or document furnished pursuant hereto thereto or thereto 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 (ge) shall incur no any 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 writing may be a by telephone, telecopy or electronic mail) or any telephone message 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 1 contract
Samples: Revolving Loan Agreement (Columbia Equity Trust, Inc.)
Administrative Agent’s Reliance, Etc. None Notwithstanding any other provisions of this Agreement or any other Loan Documents, neither the Administrative Agent or nor any of its Affiliates, directors, officers, agents agents, employees or employees counsel shall be liable for any action taken or omitted to be not taken by it, him, her or them it under or in connection with this Agreement or the any other Loan DocumentsDocument, except for its, his, her its or their own gross negligence or willful misconductmisconduct in connection with its duties expressly set forth herein or therein. Without limiting the generality of the foregoing, the Administrative Agent (a) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 11.2(e) (Assignments and Participations), (b) may rely on the Register to the extent set forth in Section 2.7 (Evidence of Debt), (c) Agent: may consult with legal counsel (including its own counsel to or counsel for the Borrower or any other Loan Party), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken 146 in good faith by it in accordance with the advice of such counsel, accountants or experts. Neither the Administrative Agent nor any of its directors, officers, agents, employees or counsel: (da) makes no any warranty or representation to any Lender or Issuer any other Person and shall not be responsible to any Lender or Issuer any other Person for any statementsstatement, warranties warranty or representations representation made or deemed made by or on behalf of the Company any Borrower, any other Loan Party or any of its Subsidiaries other Person in or in connection with this Agreement or any other Loan Document, ; (eb) shall not have any duty to ascertain or to inquire either as to the performance or observance of any termof the terms, covenant covenants or condition conditions of this Agreement or any other Loan Document, as to Document or the financial condition satisfaction of any conditions precedent under this Agreement or any Loan Party Document on the part of the Borrower or as to other Persons or inspect the existence property, books or possible existence records of the Borrower or any Default or Event of Default, other Person; (fc) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, of this Agreement or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement, any other Loan Document or Document, any other instrument or document furnished pursuant hereto thereto or thereto 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 (ge) shall incur no any 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 writing may be a telecopy by telephone, facsimile or electronic mail) or any telephone message 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 1 contract
Samples: First Lien Credit Agreement (Pennsylvania Real Estate Investment Trust)
Administrative Agent’s Reliance, Etc. None of the Administrative Agent Agent, any of its Affiliates or any of its Affiliates, their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it, him, her or them under or in connection with this Agreement or the other Loan Documents, except for its, his, her or their own gross negligence or willful misconduct. Without limiting the foregoing, the Administrative Agent (a) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 11.2(e) 10.2 (Assignments and Participations), (b) may rely on the Register to the extent set forth in Section 2.7 2.6 (Evidence of Debt), (c) may consult with legal counsel (including counsel to the Borrower Borrowers or any other Loan 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, (d) makes no warranty or representation to any Lender or Issuer and shall not be responsible to any Lender or Issuer for any statements, warranties or representations made by or on behalf of the Company Guarantor, the Borrowers or any of its the Borrowers’ Subsidiaries in or in connection with this Agreement or any other Loan Document, (e) shall not have any duty to ascertain or to inquire either as to the performance or observance of any term, covenant or condition of this Agreement or any other Loan Document, as to the financial condition of any Loan Party or as to the existence or possible existence of any Default or Event of Default, (f) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement, any other Loan Document or any other instrument or document furnished pursuant hereto or thereto and (g) 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 writing may be a telecopy or electronic mail) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 1 contract
Samples: Revolving Credit Agreement (Boardwalk Pipeline Partners, LP)
Administrative Agent’s Reliance, Etc. None of the Administrative Agent Agent, any of its Affiliates or any of its Affiliates, their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it, him, her or them under or in connection with this Agreement or the other Loan Documents, except for its, his, her or their own gross negligence or willful misconduct. Without limiting the foregoing, the Administrative Agent (a) may treat the payee of any Revolving Credit Note as its holder until such Revolving Credit Note has been assigned in accordance with Section 11.2(e) 11.2 (Assignments and Participations), (b) may rely on the Register to the extent set forth in Section 2.7 11.2(c) (Evidence of DebtAssignments and Participations), (c) may consult with legal counsel (including counsel to the Borrower or any other Loan 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, (d) makes no warranty or representation to any Lender or Issuer and shall not be responsible to any Lender or Issuer for any statements, warranties or representations made by or on behalf of the Company Borrower or any of its Subsidiaries in or in connection with this Agreement or any other Loan Document, (e) shall not have any duty to ascertain or to inquire either as to the performance or observance of any termterms, covenant or condition of this Agreement or any other Loan Document, as to the financial condition of any Loan Party or as to the existence or possible existence of any Default or Event of Default, ; (f) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement, any other Loan Document or any other instrument or document furnished pursuant hereto or thereto thereto; and (g) 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 writing may be a telecopy or electronic mail) or any telephone message 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. None 98 Notwithstanding any other provisions of this Agreement or any other Loan Documents, neither the Administrative Agent or nor any of its Affiliates, directors, officers, agents agents, employees or employees counsel shall be liable for any action taken or omitted to be taken by it, him, her it or them under or in connection with this Agreement or the any other Loan DocumentsDocument, except for its, his, her its or their own gross negligence or willful misconductmisconduct as determined by a court of competent jurisdiction in a final, non-appealable judgment. Without limiting the generality of the foregoing, the Administrative Agent Agent: (a) may treat the payee of any Note as its the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such Note has been assigned payee and in accordance with Section 11.2(e) (Assignments and Participations), form satisfactory to the Administrative Agent; (b) may rely on the Register to the extent set forth in Section 2.7 (Evidence of Debt), (c) may consult with legal counsel (including its own counsel to the Borrower or counsel for any other Loan 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, ; (dc) makes no warranty or representation to any Lender or Issuer any other Person and shall not be responsible to any Lender or Issuer any other Person for any statements, warranties or representations made by or on behalf of the Company or any of its Subsidiaries Person in or in connection with this Agreement or any other Loan Document, ; (ed) shall not have any duty to ascertain or to inquire either as to the performance or observance of any termof the terms, covenant covenants or condition conditions of any of this Agreement or any other Loan Document, as to Document or the financial condition satisfaction of any conditions precedent under this Agreement or any Loan Party Document on the part of the Borrower or as other Persons (except for the delivery to the existence or possible existence it of any Default certificate or Event document specifically required to be delivered to it pursuant to Section 6.1) or inspect the property, books or records of Default, the Borrower or any other Person; (fe) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, of this Agreement or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement, any other Loan Document or Document, any other instrument or document furnished pursuant hereto thereto or thereto 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 (gf) 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 writing may be a telecopy by telephone, telecopy, or electronic mail) or any telephone message 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 6.1 and 6.2 that have not previously been waived by the Requisite Lenders.
Appears in 1 contract
Samples: Credit Agreement (National Storage Affiliates Trust)
