Not a Fiduciary. Nothing in this Agreement shall be deemed or construed to create, and the Parties expressly disclaim the existence of, a fiduciary relationship pursuant to this Agreement.
Not a Fiduciary. The duties and responsibilities of the Agent under this Agreement and the other Loan Documents shall be mechanical and administrative in nature, and the Agent shall not have a fiduciary relationship in respect of any Lender Party.
Not a Fiduciary. Company acknowledges that: (i) CONSULTANT shall have no discretionary authority or discretionary control respecting the management of any of the employee benefit plans; (ii) Consultant shall exercise no authority or control with respect to management or disposition of the assets of Company’s employee benefit plans; and (iii) Consultant shall perform Services pursuant to this Agreement and any SOW in a non-fiduciary capacity. Company agrees to notify v as soon as possible of any proposed amendments to the employee benefit plans’ legal documents to the extent that the amendments would affect Consultant in the performance of its obligations under this Agreement or any SOW. Company agrees to promptly submit (or cause its agent, consultants, or vendors to submit) all information in its (or their) control reasonably necessary for Consultant to perform the Services covered by this Agreement and any SOW.
Not a Fiduciary. Company acknowledges and agrees that neither Gravie nor any subcontractors performing services on Gravie’s behalf are acting as a fiduciary of any employee welfare benefit plan, and that Company does not intend to establish an employee welfare benefit plan in connection with its agreement to allow Gravie to facilitate premium payments through after-tax payroll deduction elections.
Not a Fiduciary. Heritage is not the Plan Administrator or administrator as defined in ERISA Section 3(16), plan sponsor, trustee of any assets associated with the Plan, or a fiduciary of the Plan as defined in Section 3(21) of ERISA. Heritage shall have no discretionary authority or control over the management of the Plan, shall exercise no discretion or control with respect to the management or disposition of plan funds and shall not render investment advice. Heritage is authorized to act on behalf of the Company only to the extent necessary to perform the services set forth in this Agreement, and is specifically NOT authorized to alter, modify, change, or waive any terms or provisions of the Plan.
Not a Fiduciary. Notwithstanding the foregoing or any other provisions of this Agreement to the contrary, in no event shall Seller or any Seller Party be or be deemed to be a fiduciary for the benefit of Purchaser with respect to the Mortgage Loans.
Not a Fiduciary. The Agent is not acting as a fiduciary for any purpose in connection with this Agreement.
Not a Fiduciary. This Agreement does not create, and shall not be construed as creating, rights enforceable by any person or entity not a party hereto. The Company acknowledges and agrees that with respect to the services to be rendered by the Advisor hereunder, the Advisor is not and shall not be construed as a fiduciary of the Company and shall have no duties or liabilities to the equity holders or creditors of the Company, any entity owned or managed by the Company or any other person by virtue of this Agreement and the retention of the Advisor hereunder. The Company also agrees that the Advisor shall not have any liability (including without limitation, liability for losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses or disbursements resulting from any act or omission of the Advisor, whether direct or indirect, in contract, tort or otherwise) to the Company or to any person (including, without limitation, equity holders and creditors of the Company) claiming through the Company for or in connection with the engagement of the Advisor, this Agreement and the transactions contemplated hereby, except for any such liability which may arise, as a result of the gross negligence or willful misconduct of the Advisor. The Company acknowledges that the Advisor was induced to enter into this Agreement by, in part, the provisions of this Section.
Not a Fiduciary. In connection with all aspects of this Agreement and the other Loan Documents, each of Customer and Guarantors acknowledges and agrees that: (a) the credit facility provided for hereunder and any related arranging or other services in connection therewith (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document) are an arm's-length commercial transaction between Customer and Guarantors, on the one hand, and Lender and Sponsor Bank, on the other hand, and Customer and Guarantors are capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement and by the other Loan Documents (including any amendment, waiver or other modification hereof or thereof); (b) in connection with the process leading to such transaction, each of Lender and Sponsor Bank is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary, for any of Customer or Guarantors or any of their affiliates, stockholders, creditors or employees or any other Person; (c) neither Lender nor Sponsor Bank has assumed or will assume an advisory, agency or fiduciary responsibility in favor of any of Customer or Guarantors with respect to any of the transactions contemplated by this Agreement or the process leading thereto, including with respect to any amendment, waiver or other modification hereof or of any other Loan Document (irrespective of whether Lender or Sponsor Bank has advised or is currently advising any of Customer or Guarantors or any of its affiliates on other matters) and neither Lender or Sponsor Bank has any obligation to any of Customer or Guarantors or any of their affiliates with respect to the transactions contemplated by this Agreement except those obligations expressly set forth herein and in the other Loan Documents; (d) Lender and Sponsor Bank and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Customer and Guarantors and their affiliates, and neither Lender nor Sponsor Bank has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (e) Lender and Sponsor Bank have not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any of the transactions contemplated by this Agreement (including any amendment, waiver or other modification ...
Not a Fiduciary. The duties and responsibilities of the Collateral --------------- Agent under this Agreement and the other Shared Security Documents shall be mechanical and administrative in nature, and the Collateral Agent shall not have a fiduciary relationship in respect of any Facility Party or Loan Party.
