Common use of Liability of the Administrative Agent Clause in Contracts

Liability of the Administrative Agent. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or not taken by it in connection herewith (a) with the consent or at the request of the Required Banks or (b) in the absence of its own gross negligence or willful misconduct. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (i) any statement, warranty or representation made by any other Person in connection with this Agreement or any borrowing hereunder; (ii) the performance or observance of any of the covenants or agreements of any Borrower; (iii) the satisfaction of any condition specified in Article III, except for receipt of items required to be delivered to it; or (iv) the validity, enforceability, effectiveness or genuineness of this Agreement (except as to its own execution of this Agreement), the other Loan Documents or any other instrument or writing furnished in connection herewith or therewith. The Administrative Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement or other writing (which may be a bank wire, telex or similar writing) reasonably believed by it to be genuine or to be signed by the proper party or parties.

Liability of the Administrative Agent. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or not taken by it in connection herewith (a) with the consent or at the request of the Required Banks or (b) in the absence of its own gross negligence negligence, fraud or willful misconduct. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (i) any statement, warranty or representation made by any other Person in connection with this Agreement or any borrowing hereunder; (ii) the performance or observance of any of the covenants or agreements of any Borrower; (iii) the satisfaction of any condition specified in Article III, except for receipt of items required to be delivered to it; or (iv) the validity, enforceability, effectiveness or genuineness of this Agreement (except as to its own execution of this Agreement), the other Loan Documents or any other instrument or writing furnished in connection herewith or therewith. The Administrative Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement or other writing (which may be a bank wire, telex or similar writing) reasonably believed by it to be genuine or to be signed by the proper party or parties.

Liability of the Administrative Agent. Neither the Administrative Agent nor any of its directors, officers, agents agents, or employees shall be liable for any action taken or not taken by it in connection herewith (ai) with the consent or at the request of the Required Banks (or all the Banks, if applicable) or (bii) in the absence of its own gross negligence or willful misconduct. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (i) any statement, warranty or representation made by any other Person in connection with this Agreement or any borrowing hereunder; (ii) the performance or observance of any of the covenants or agreements of any the Borrower; (iii) the satisfaction of any condition specified in Article III, except for receipt of items required to be delivered to it; or (iv) the validity, enforceability, effectiveness or genuineness of this Agreement (except as to its own execution of this Agreement), the other Loan Documents Notes or any other instrument or writing furnished in connection herewith or therewithherewith. The Administrative Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement statement, or other writing (which may be a bank wire, telex wire or similar writing) reasonably believed by it to be genuine or to be signed by the proper party or parties.

Liability of the Administrative Agent. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or not taken by it in connection herewith (a) with the consent or at the request of the Required Banks (or all the Banks, if applicable) or (b) in the absence of its own gross negligence or willful misconduct. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (i) any statement, warranty or representation made by any other Person in connection with this Agreement or any borrowing hereunder; (ii) the performance or observance of any of the covenants or agreements of IR Parent, the Borrower or any Borrowerof their respective Affiliates; (iii) the satisfaction of any condition specified in Article III, except for receipt of items required to be delivered to it; or (iv) the validity, enforceability, effectiveness or genuineness of this Agreement (except as to its own execution of this Agreement), the other Loan Documents Notes or any other instrument or writing furnished in connection herewith or therewithherewith. The Administrative Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement or other writing (which may be a bank wire, telex wire or similar writing) reasonably believed by it to be genuine or to be signed by the proper party or parties.

Liability of the Administrative Agent. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or not taken by it in connection herewith (a) with the consent or at the request of the Required Banks or (b) in the absence of its own gross negligence or willful misconduct. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (i) any statement, warranty or representation made by any other Person in connection with this Agreement or any borrowing hereunder; (ii) the performance or observance of any of the covenants or agreements of any Borrower; (iii) the satisfaction of any condition specified in Article III, except for except, receipt of items required to be delivered to it; or (iv) the validity, enforceability, effectiveness or genuineness of this Agreement (except as to its own execution of this Agreement), the other Loan Documents or any other instrument or writing furnished in connection herewith or therewith. The Administrative Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement or other writing (which may be a bank wire, telex or similar writing) reasonably believed by it to be genuine or to be signed by the proper party or parties.

Liability of the Administrative Agent. Neither the The Administrative Agent nor any of Agent, its affiliates and its directors, officers, agents or employees shall not be liable for any action taken or not taken by it in connection herewith (ai) with the consent or at the request of the Required Banks or (bii) in the absence of its own gross negligence or willful misconduct. Neither the The Administrative Agent nor any of Agent, its affiliates and its directors, officers, agents or employees shall not be responsible for or have any duty to ascertain, inquire into or verify (i) any statement, warranty or representation made by any other Person in connection with this Agreement or any borrowing or issuance of Letter of Credit hereunder; (ii) the performance or observance of any of the covenants or agreements of any Borrower; (iii) the satisfaction of any condition specified in Article III3, except for receipt of items required to be delivered to it; or (iv) the validity, enforceability, effectiveness or genuineness of this Agreement (except as to its own execution of this Agreement), the other Loan Documents Notes or any other instrument or writing furnished in connection herewith or therewithherewith. The Administrative Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement statement, or other writing (which may be a bank wire, telex or similar writing) reasonably believed by it to be genuine or to be signed by the proper party or parties.

Liability of the Administrative Agent. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or not taken by it in connection herewith (a) with the consent or at the request of the Required Banks (or all the Banks, if applicable) or (b) in the absence of its own gross negligence or willful misconduct. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (i) any statement, warranty or representation made by any other Person in connection with this Agreement or any borrowing hereunder; (ii) the performance or observance of any of the covenants or agreements of IR Parent, any BorrowerBorrower or any of their respective Affiliates; (iii) the satisfaction of any condition specified in Article III, except for receipt of items required to be delivered to it; or (iv) the validity, enforceability, effectiveness or genuineness of this Agreement (except as to its own execution of this Agreement), the other Loan Documents Notes or any other instrument or writing furnished in connection herewith or therewithherewith. The Administrative Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement or other writing (which may be a bank wire, telex wire or similar writing) reasonably believed by it to be genuine or to be signed by the proper party or parties.

Liability of the Administrative Agent. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable to any Lender for any action taken or not taken by it in connection herewith (a) with the consent or at the request of the Required Banks Majority Lenders or (b) in the absence of its own gross negligence or willful misconduct. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (i) any statement, warranty or representation made by any other Person in connection with this Agreement or any borrowing Advance hereunder; (ii) the performance or observance of any of the covenants or agreements of any Borrower; (iii) the satisfaction of any condition specified in Article IIISection 3, except for receipt of items required to be delivered to itsuch Administrative Agent; or (iv) the validity, enforceability, effectiveness or genuineness of this Agreement (except as Agreement, the Notes or any other instrument or writing furnished in connection herewith. The Administrative Agent shall be entitled to its own execution of assume that this Agreement), the other Loan Documents Notes or any other instrument or writing furnished in connection herewith are valid, effective and genuine, have been signed or therewithsent by the proper parties and are what they purport to be. The Administrative Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement or other writing (which may be a bank wire, telex or similar writing) reasonably believed by it to be genuine or to be signed by the proper party or parties.

Liability of the Administrative Agent. Neither the The Administrative Agent nor any of Agent, its affiliates and its directors, officers, agents or employees shall not be liable for any action taken or not taken by it in connection herewith (ai) with the consent or at the request of the Required Banks Lenders or (bii) in the absence of its own gross negligence or willful misconduct. Neither the The Administrative Agent nor any of Agent, its affiliates and its directors, officers, agents or employees shall not be responsible for or have any duty to ascertain, inquire into or verify (i) any statement, warranty or representation made by any other Person in connection with this Agreement or any borrowing or issuance of Letter of Credit hereunder; (ii) the performance or observance of any of the covenants or agreements of any Borrower; (iii) the satisfaction of any condition specified in Article III3, except for receipt of items required to be delivered to it; or (iv) the validity, enforceability, effectiveness or genuineness of this Agreement (except as to its own execution of this Agreement), the other Loan Documents Notes or any other instrument or writing furnished in connection herewith or therewithherewith. The Administrative Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement statement, or other writing (which may be a bank wire, telex or similar writing) reasonably believed by it to be genuine or to be signed by the proper party or parties.

Liability of the Administrative Agent. Neither the Administrative Agent nor any of its directors, officers, agents agents, or employees shall be liable for any action taken or not taken by it in connection herewith (a) with the consent or at the request of the Required Banks (or all the Banks, if applicable) or (b) in the absence of its own gross negligence or willful misconduct. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (i) any statement, warranty or representation made by any other Person in connection with this Agreement or any borrowing hereunder; (ii) the performance or observance of any of the covenants or agreements of any IR Parent or the Borrower; (iii) the satisfaction of any condition specified in Article III, except for receipt of items required to be delivered to it; or (iv) the validity, enforceability, effectiveness or genuineness of this Agreement (except as to its own execution of this Agreement), the other Loan Documents Notes or any other instrument or writing furnished in connection herewith or therewithherewith. The Administrative Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement statement, or other writing (which may be a bank wire, telex wire or similar writing) reasonably believed by it to be genuine or to be signed by the proper party or parties.

Liability of the Administrative Agent. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or not taken by it in connection herewith (a) with the consent or at the request of the Required Banks or (b) in the absence of its own gross negligence negligence, fraud or willful misconduct. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (i) any statement, warranty or representation made by any other Person in connection with this Agreement or any borrowing hereunder; (ii) the performance or ACTIVE 255598135 observance of any of the covenants or agreements of any Borrower; (iii) the satisfaction of any condition specified in Article III, except for receipt of items required to be delivered to it; or (iv) the validity, enforceability, effectiveness or genuineness of this Agreement (except as to its own execution of this Agreement), the other Loan Documents or any other instrument or writing furnished in connection herewith or therewith. The Administrative Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement or other writing (which may be a bank wire, telex or similar writing) reasonably believed by it to be genuine or to be signed by the proper party or parties.

Liability of the Administrative Agent. Neither the Administrative Agent nor any of its affiliates or its respective directors, officers, agents or employees shall be liable for any action taken or not taken by it such Person in connection herewith (ai) with the consent or at the request of the Required Banks or (bii) in the absence of its own gross negligence or willful misconduct. Neither the Administrative Agent nor any of its affiliates, directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (i) any statement, warranty or representation made by any other Person in connection with this Agreement Agreement, the issuance of any Letter of Credit or the making of any borrowing hereunderLoan; (ii) the performance or observance of any of the covenants or agreements of any Borrowerthe Company; (iii) the satisfaction of any condition specified in Article III, except for except, in the case of the Administrative Agent, receipt of items required to be delivered to it; or (iv) the validity, enforceability, effectiveness or genuineness of this Agreement (except as to its own execution of this Agreement), the other Loan Documents or any other instrument or writing furnished in connection herewith or therewithherewith. The Administrative Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement statement, or other writing (which may be a bank wire, telex or similar writing) reasonably believed by it to be genuine or to be signed by the proper party or parties.

Liability of the Administrative Agent. Neither the Administrative Agent nor any of its directors, officers, agents agents, or employees shall be liable for any action taken or not taken by it in connection herewith (a) with the consent or at the request of the Required Banks (or all the Banks, if applicable) or (b) in the absence of its own gross negligence or willful misconduct. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (i) any statement, warranty or representation made by any other Person in connection with this Agreement or any borrowing hereunder; (ii) the performance or observance of any of the covenants or agreements of any Borrowerthe Borrowers; (iii) the satisfaction of any condition specified in Article III, except for receipt of items required to be delivered to it; or (iv) the validity, enforceability, effectiveness or genuineness of this Agreement (except as to its own execution of this Agreement), the other Loan Documents Notes or any other instrument or writing furnished in connection herewith or therewithherewith. The Administrative Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement statement, or other writing (which may be a bank wire, telex wire or similar writing) reasonably believed by it to be genuine or to be signed by the proper party or parties.

Liability of the Administrative Agent. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or not taken by it in connection herewith (a) with the consent or at the request of the Required Banks (or a Majority in Interest of the Banks of a Class, all affected Banks or all the Banks, if applicable) or (b) in the absence of its own gross negligence or willful misconduct. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (i) any statement, warranty or representation made by any other Person in connection with this Agreement or any borrowing hereunder; (ii) the performance or observance of any of the covenants or agreements of any BorrowerBorrower or any of their respective Affiliates; (iii) the satisfaction of any condition specified in Article III, except for receipt of items required to be delivered to it; or (iv) the validity, enforceability, effectiveness or genuineness of this Agreement (except as to its own execution of this Agreement), the other Loan Documents Notes or any other instrument or writing furnished in connection herewith or therewithherewith. The Administrative Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement or other writing (which may be a bank wire, telex wire or similar writing) reasonably believed by it to be genuine or to be signed by the proper party or parties.

Liability of the Administrative Agent. Neither the Administrative Agent nor any of its directors, officers, agents agents, or employees shall be liable for any action taken or not taken by it in connection herewith (a) with the consent or at the request of the Required Banks (or all the Banks, if applicable) or (b) in the absence of its own gross negligence or willful misconduct. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (i) any statement, warranty or representation made by any other Person in connection with this Agreement or any borrowing hereunder; (ii) the performance or observance of any of the covenants or agreements of any the Borrower; (iii) the satisfaction of any condition specified in Article III, except for receipt of items required to be delivered to it; or (iv) the validity, enforceability, effectiveness or genuineness of this Agreement (except as to its own execution of this Agreement), the other Loan Documents Notes or any other instrument or writing furnished in connection herewith or therewithherewith. The Administrative Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement statement, or other writing (which may be a bank wire, telex wire or similar writing) reasonably believed by it to be genuine or to be signed by the proper party or parties.