Common use of Agent’s Reliance Clause in Contracts

Agent’s Reliance. None of the Agents, their agents or any of their respective affiliates will be liable for any action taken or omitted to be taken by any of them under or in connection with the Documents, except that each will be liable for its own gross negligence or willful misconduct as finally determined by a court of competent jurisdiction. Without limiting the generality of the foregoing, each Agent: (a) may treat the payee of any Note as the holder thereof until the Agent receives written notice of the assignment or transfer thereof signed by such payee and in a form satisfactory to the Agent; (b) may consult with legal counsel (including Borrower's Counsel), independent public accountants and other experts selected by it and will not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (c) makes no representation or warranty to any Lender and will not be responsible to any Lender for any statement, representation or warranty made in or in connection with the Documents; (d) will not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of the Documents or to inspect the Projects or the books and records or any other property of Guarantor, NEO, Borrower, the Affiliates or any Project Party;

Agent’s Reliance. None of the Agents, their agents No Agent or any of their respective affiliates will directors, officers, agents, attorneys, or employees shall be liable for any action taken or omitted to be taken by any of them under or in connection with the Loan Documents, including their negligence of any kind, except that each will shall be liable for its own gross negligence or willful misconduct as finally determined by a court of competent jurisdictionmisconduct. Without limiting the generality of the foregoing, each Agent: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof in accordance with this Agreement, signed by such payee and in a form satisfactory to the Administrative Agent; (b) may consult with legal counsel (including counsel for Borrower's Counsel), independent public accountants and other experts selected by it such Agent and will shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (c) makes no warranty or representation or warranty to any Lender or to any other Agent and will shall not be responsible to any Lender or Agent for any statementstatements, representation warranties or warranty representations made in or in connection with the DocumentsLoan Documents by any other Person; (d) will shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of the Documents or to inspect the Projects or the books and records or any other property of Guarantor, NEO, Borrower, the Affiliates or any Project Party;Loan Documents

Agent’s Reliance. None of the Agents, their agents or any of their respective affiliates will be liable for any action taken or omitted to be taken by any of them under or in connection with the Documents, except that each will be liable for its own gross negligence or willful misconduct as finally determined by a court of competent jurisdiction. Without limiting the generality of the foregoing, each Agent: (a) may treat the payee of any Note as the holder thereof until the Agent receives written notice of the assignment or transfer thereof signed by such payee and in a form satisfactory to the Agent; (b) may consult with legal counsel (including Borrower's Counsel), independent public accountants and other experts selected by it and will not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (c) makes no representation or warranty to any Lender and will not be responsible to any Lender for any statement, representation or warranty made in or in connection with the Documents; (d) will not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of the Documents or to inspect the Projects or the books and records or any other property of Guarantor, NEO, Generation II Locomotives, Borrower, the Affiliates or any Project Party;