Common use of Delegation of Duties Clause in Contracts

Delegation of Duties. Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Agent shall not be responsible for the negligence or misconduct of any agent or attorney in fact that it selects as long as such selection was made without gross negligence or willful misconduct.

Appears in 367 contracts

Samples: Term Loan Credit Agreement (Par Pacific Holdings, Inc.), Credit Agreement (Vector Group LTD), Credit Agreement (Jamba, Inc.)

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Delegation of Duties. The Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.

Appears in 270 contracts

Samples: Fourth Amended and Restated Credit Agreement (Penske Automotive Group, Inc.), Bridge Credit Agreement (Lance Inc), Revolving Credit Agreement (Deluxe Corp)

Delegation of Duties. Each Agent may execute any of its duties under this Agreement or any and the other Loan Document Documents by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. No Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney in attorneys-in-fact that selected by it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.

Appears in 191 contracts

Samples: Credit Agreement (Northwestern Corp), Secured Revolving Credit Agreement (Monster Worldwide Inc), Credit Agreement (Key Energy Services Inc)

Delegation of Duties. Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Agent shall not be responsible for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects as long as such selection was made without gross negligence or willful misconduct.

Appears in 118 contracts

Samples: Loan and Security Agreement (Horizon Technology Finance Corp), Loan and Security Agreement (Midway Games Inc), Loan, Guaranty and Security Agreement (Gordmans Stores, Inc.)

Delegation of Duties. The Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects as long as such selection was made without gross negligence or willful misconduct.

Appears in 97 contracts

Samples: Credit Agreement (Applica Inc), Credit Agreement (Omnova Solutions Inc), Credit Agreement (Saks Inc)

Delegation of Duties. The Agent may execute any of its duties under this Agreement or any and the other Loan Document Documents by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney in attorneys-in-fact that selected by it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.

Appears in 81 contracts

Samples: Term Loan Credit Agreement (Sears Holdings Corp), Joinder Agreement (Sears Holdings Corp), Master Loan and Security Agreement (New Century Financial Corp)

Delegation of Duties. Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Agent shall not be responsible for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.

Appears in 60 contracts

Samples: Credit Agreement (Aralez Pharmaceuticals Inc.), Credit Agreement (Eton Pharmaceuticals, Inc.), Credit Agreement (Response Genetics Inc)

Delegation of Duties. The Agent may execute any of its duties under this Agreement or any and the other Loan Document Documents by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney in attorneys in-fact that selected by it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.

Appears in 47 contracts

Samples: Credit Agreement (Sears Roebuck Acceptance Corp), Security Agreement (Cadiz Inc), Credit Agreement (Cadiz Inc)

Delegation of Duties. Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys in attorneys-in-fact and shall be entitled to advice of counsel and other consultants or experts concerning all matters pertaining to such duties. Agent shall not be responsible for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects as long as such selection was made without in the absence of gross negligence or willful misconduct, as determined by a court of competent jurisdiction.

Appears in 30 contracts

Samples: Credit Agreement (Nautilus, Inc.), Credit Agreement (Gibraltar Industries, Inc.), Credit and Security Agreement (Jupitermedia Corp)

Delegation of Duties. The Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys in attorneys-in-fact and shall be entitled to advice of counsel and other consultants or experts concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects as long as such selection was made without in the absence of gross negligence or willful misconduct.

Appears in 28 contracts

Samples: Term Loan Agreement (Sentio Healthcare Properties Inc), Credit Agreement, Credit Agreement (Ugi Corp /Pa/)

Delegation of Duties. Each Appointed Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Each Appointed Agent shall not be responsible for the negligence or misconduct of any agent or attorney in fact that it selects as long as such selection was made without gross negligence negligence, bad faith or willful misconduct.

Appears in 25 contracts

Samples: Intercreditor Agreement (ProFrac Holding Corp.), Term Loan Credit Agreement (ProFrac Holding Corp.), Credit Agreement (ProPetro Holding Corp.)

Delegation of Duties. Agent may execute any of its duties under this Agreement or any other Loan Financing Document by or through its, or its Affiliates’, agents, employees or attorneys in attorneys-in-fact and shall be entitled to obtain and rely upon the advice of counsel and other consultants or experts concerning all matters pertaining to such duties. Agent shall not be responsible for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects as long as such selection was made without in the absence of gross negligence or willful misconduct. Any such Person to whom Agent delegates a duty shall benefit from this Article 14 to the extent provided by Agent.

Appears in 22 contracts

Samples: Credit and Security Agreement (Cytomedix Inc), Credit and Security Agreement (Ocular Therapeutix, Inc), Credit and Security Agreement (Ocular Therapeutix, Inc)

Delegation of Duties. Agent may execute any of its duties under this Agreement or any and the other Loan Document Documents by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney in attorneys-in-fact that selected by it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.

Appears in 21 contracts

Samples: Loan Agreement (First Capital Real Estate Trust Inc), Warehousing Credit Agreement (PLM Equipment Growth Fund Vi), Warehousing Credit Agreement (PLM Equipment Growth Fund V)

Delegation of Duties. Agent may execute any of its duties under this Agreement or any other Loan Document by or through its, or its Affiliates’, agents, employees or attorneys in attorneys-in-fact and shall be entitled to obtain and rely upon the advice of counsel and other consultants or experts concerning all matters pertaining to such duties. Agent shall not be responsible for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects as long as such selection was made without in the absence of gross negligence or willful misconduct.

Appears in 20 contracts

Samples: Loan and Security Agreement (Furiex Pharmaceuticals, Inc.), Loan and Security Agreement (Biolase Technology Inc), Loan and Security Agreement (Celldex Therapeutics, Inc.)

Delegation of Duties. The Agent may execute any of its respective duties under this Agreement or any and the other Loan Document Documents by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney in attorneys-in-fact that it selects as long as such selection was made without gross negligence or willful misconductselected by the Agent with reasonable care.

Appears in 19 contracts

Samples: Credit Agreement (Tessco Technologies Inc), Revolving Credit Agreement (Choice Hotels International Inc /De), Revolving Credit Agreement (Choice Hotels International Inc /De)

Delegation of Duties. Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys in attorneys-in-fact and shall be entitled to advice of counsel and other consultants or experts concerning all matters pertaining to such duties. Agent shall not be responsible for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects as long as such selection was made without in the absence of gross negligence or willful misconduct.

Appears in 19 contracts

Samples: Credit Agreement (Quidel Corp /De/), Credit Agreement (Planar Systems Inc), Credit Agreement (Hooker Furniture Corp)

Delegation of Duties. The Agent may execute any of its duties under -------------------- this Agreement or any other Loan Document by or through agents, employees or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.

Appears in 17 contracts

Samples: Term Loan Agreement, Credit Agreement (United Road Services Inc), Loan and Security Agreement (Exodus Communications Inc)

Delegation of Duties. The Agent may execute any of its duties under this Credit Agreement or any other Loan Credit Document by or through agents, employees or attorneys in attorneys-in-fact and shall be entitled to advice of counsel and other consultants or experts concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects as long as such selection was made without in the absence of gross negligence or willful misconduct.

Appears in 16 contracts

Samples: Credit Agreement (Chattem Canada Holdings Inc), Credit Agreement (Watson Wyatt & Co Holdings), Credit Agreement (Chattem Inc)

Delegation of Duties. The Agent may execute any of its duties under this Agreement or any and the other Loan Document Documents by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible to any Lender for the negligence or misconduct of any agent agents or attorney in attorneys-in-fact that selected by it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.

Appears in 14 contracts

Samples: Credit Agreement (Contango Oil & Gas Co), Credit Agreement (Primeenergy Corp), Credit Agreement (Gastar Exploration LTD)

Delegation of Duties. The Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent or attorney in fact that it selects as long as such selection was made without gross negligence or willful misconduct.

Appears in 12 contracts

Samples: Credit Agreement (Leapfrog Enterprises Inc), Senior Secured Credit Agreement (BMC Stock Holdings, Inc.), Term Loan Agreement (Salton Inc)

Delegation of Duties. Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Agent shall not be responsible for the negligence or misconduct of any agent or attorney in fact that it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.

Appears in 12 contracts

Samples: Credit Agreement (PNG Ventures Inc), Credit Agreement (Earth Biofuels Inc), Credit Agreement (PDL Biopharma, Inc.)

Delegation of Duties. Agent may execute any of its duties under this Agreement or any and the other Loan Document Documents by or through agents, employees agents or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney attorneys-in fact that selected by it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.

Appears in 12 contracts

Samples: Loan Agreement (Clipper Realty Inc.), Credit Agreement (Trans Energy Inc), Credit Agreement (Parsley Energy, Inc.)

Delegation of Duties. The Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees employees, or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects as long as such selection was made without gross negligence or willful misconduct.

Appears in 12 contracts

Samples: Credit Agreement (Encore Medical Corp), Credit Agreement (Alon USA Energy, Inc.), Credit Agreement (Westlake Chemical Corp)

Delegation of Duties. The Agent may execute any of its duties under this Loan Agreement or any and the other Loan Document Operative Documents by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney in attorneys-in-fact that selected by it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.

Appears in 11 contracts

Samples: Loan Agreement (Concord Efs Inc), Loan Agreement (Symantec Corp), Master Agreement (Ruby Tuesday Inc)

Delegation of Duties. Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Agent shall not be responsible for the negligence or misconduct of any agent or attorney in fact that it selects as long as such selection was made without gross negligence or willful misconduct.. 15.3

Appears in 10 contracts

Samples: Credit Agreement (Nautilus, Inc.), Credit Agreement and Loan Documents (Nautilus, Inc.), Credit Agreement (BlueLinx Holdings Inc.)

Delegation of Duties. (a) Each Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys in attorneys-in-fact and shall be entitled to advice of counsel and other consultants or experts concerning all matters pertaining to such duties. No Agent shall not be responsible for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects as long as such selection was made without in the absence of gross negligence or willful misconduct.

Appears in 10 contracts

Samples: And Guaranty Agreement (Dana Holding Corp), 364 Day Bridge Facility and Guaranty Agreement (Dana Inc), Credit and Guaranty Agreement (Dana Inc)

Delegation of Duties. Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Agent shall not be responsible for the negligence or misconduct of any agent or attorney in fact that it selects as long as such selection was made without gross negligence negligence, bad faith or willful misconduct.

Appears in 10 contracts

Samples: Credit Agreement (FTS International, Inc.), Credit Agreement (CPI Card Group Inc.), Credit Agreement (FTS International, Inc.)

Delegation of Duties. The Agent may execute perform any of its duties under this Agreement or any other Loan Document hereunder by or through agentsagents or employees (provided such delegation does not constitute a relinquishment of its duties as Agent) and, employees or attorneys in fact subject to Section 9.05 [Reimbursement of Agent by Borrower, Etc.] and Section 9.06, shall be entitled to engage and pay for the advice or services of counsel any attorneys, accountants or other experts concerning all matters pertaining to such duties. Agent shall not be responsible for the negligence or misconduct of its duties hereunder and to rely upon any agent or attorney in fact that it selects as long as such selection was made without gross negligence or willful misconductadvice so obtained.

Appears in 9 contracts

Samples: Credit Agreement (Assured Guaranty LTD), Credit Agreement (Assured Guaranty LTD), Credit Agreement (Assured Guaranty LTD)

Delegation of Duties. The Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent or attorney in fact that it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.

Appears in 9 contracts

Samples: Credit Agreement (CareView Communications Inc), Credit Agreement (PDL Biopharma, Inc.), Credit Agreement (CareView Communications Inc)

Delegation of Duties. Each Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees employees, attorneys-in-fact or attorneys in fact through its Related Parties and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Neither Agent shall not be responsible for the negligence or misconduct of any agent agent, employee, attorney-in-fact or attorney in fact Related Party that it selects as long as such selection was made without gross negligence or willful misconduct.

Appears in 8 contracts

Samples: Guarantee and Collateral Agreement (Independence Contract Drilling, Inc.), Revolving Credit Agreement (Joe's Jeans Inc.), Term Loan Credit Agreement (Joe's Jeans Inc.)

Delegation of Duties. Each Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys in attorneys-in-fact and shall be entitled to advice of counsel and other consultants or experts concerning all matters pertaining to such duties. Neither Agent shall not be responsible for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects as long as such selection was made without in the absence of gross negligence or willful misconduct.

Appears in 8 contracts

Samples: Loan Agreement (Macquarie Infrastructure CO LLC), Loan Agreement (Macquarie Infrastructure CO LLC), Credit Agreement (Petro Stopping Centers L P)

Delegation of Duties. The Agent may execute any of its duties under this Agreement or any and the other Loan Document Documents by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney in attorneys-in-fact that it selects as long as such selection was made without gross negligence or willful misconductselected by the Agent with reasonable care.

Appears in 7 contracts

Samples: Credit Agreement (Roanoke Electric Steel Corp), Credit Agreement (Commercial Net Lease Realty Inc), Credit and Security Agreement (Commercial Net Lease Realty Inc)

Delegation of Duties. Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys attorneys' in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Agent shall not be responsible for the negligence or misconduct of any agent or attorney in fact that it selects as long as such selection was made without gross negligence or willful misconduct.

Appears in 7 contracts

Samples: Credit Agreement (PROS Holdings, Inc.), Credit Agreement (PROS Holdings, Inc.), Possession Credit Agreement (Ciber Inc)

Delegation of Duties. The Agent may execute perform any of its duties under this Agreement or any other Loan Document hereunder by or through agentsagents or employees (provided such delegation does not constitute a relinquishment of its duties as Agent) and, employees or attorneys in fact subject to Sections 9.5 [Reimbursement and Indemnification of Agent by the Borrower] and 9.6 [Exculpatory Provisions; Limitation of Liability], shall be entitled to engage and pay for the advice or services of counsel any attorneys, accountants or other experts concerning all matters pertaining to such duties. Agent shall not be responsible for the negligence or misconduct of its duties hereunder and to rely upon any agent or attorney in fact that it selects as long as such selection was made without gross negligence or willful misconductadvice so obtained.

Appears in 6 contracts

Samples: Credit Agreement (Hovnanian Enterprises Inc), Credit Agreement (Hovnanian Enterprises Inc), Credit Agreement (Hovnanian Enterprises Inc)

Delegation of Duties. Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.

Appears in 6 contracts

Samples: Security Agreement (Forum Oilfield Technologies Inc), Loan Agreement (Orion Marine Group Inc), Credit Agreement (Insperity, Inc.)

Delegation of Duties. The Agent may execute any of its duties under this Loan Agreement or any other Loan Document by or through agentsits agents or attorneys-in-fact, employees or attorneys in fact and shall be entitled to the advice of counsel concerning all matters pertaining to such dutiesits rights and duties hereunder or under the Loan Documents. The Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney in attorneys-in-fact that selected by it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.

Appears in 6 contracts

Samples: Loan Agreement (Firstcity Financial Corp), Mortgage Warehousing Credit and Security Agreement (Charter Municipal Mortgage Acceptance Co), Loan Agreement (Charter Municipal Mortgage Acceptance Co)

Delegation of Duties. The Agent may execute any of its -------------------- duties under this Agreement or any other Loan Document by or through agents, employees or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.

Appears in 6 contracts

Samples: Credit Agreement (Oregon Metallurgical Corp), Credit Agreement (Sunrise Medical Inc), Credit Agreement (Star Gas Partners Lp)

Delegation of Duties. The Agent may execute any of its duties under -------------------- this Agreement or any other Loan Document by or through agentsits employees, employees agents or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Agent shall not be responsible for the negligence or misconduct of any agent or attorney in fact that it selects as long as such selection was made without gross negligence or willful misconduct.

Appears in 5 contracts

Samples: Credit Agreement (Georgia Pacific Corp), Credit Agreement (Georgia Pacific Corp), Credit Agreement (Georgia Pacific Corp)

Delegation of Duties. The Agent may execute any of its duties under this Agreement or any other Loan Document by or through agentsits employees, employees agents or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Agent shall not be responsible for the negligence or misconduct of any agent or attorney in fact that it selects as long as such selection was made without gross negligence or willful misconduct.

Appears in 5 contracts

Samples: Credit Agreement (Georgia Pacific Corp), Credit Agreement (Georgia Pacific Corp), Credit Agreement (Georgia Pacific Corp)

Delegation of Duties. The Agent may execute any of its duties under this Agreement or any and the other Loan Document Documents by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney in attorneys in-fact that it selects as long as such selection was made without gross negligence or willful misconductselected by it.

Appears in 5 contracts

Samples: Term Loan Agreement (Midocean Capital Partners Lp), Term Loan Agreement (Sandler Capital Management), Term Loan Agreement (Infocrossing Inc)

Delegation of Duties. Agent may execute any of its duties under this -------------------- Agreement or any other Loan Document by or through agents, employees or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Agent shall not be responsible for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects as long as such selection was made without gross negligence or willful misconduct.

Appears in 5 contracts

Samples: Loan and Security Agreement (Hologic Inc), Loan and Security Agreement (DSG International LTD), Loan and Security Agreement (Friede Goldman Halter Inc)

Delegation of Duties. The Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney in attorneys-in-fact that selected by it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care except to the extent otherwise required by Section 8.3.

Appears in 5 contracts

Samples: Bridge Loan (Equinix Inc), Senior Secured Credit Agreement (Central European Media Enterprises LTD), Senior Credit Agreement (Young America Holdings Inc)

Delegation of Duties. Agent may execute any of its duties under this Agreement or any and the other Loan Document Documents by or through agents, employees contractors, or attorneys in attorneys-in-fact and shall will be entitled to advice of counsel concerning all matters pertaining to such those duties. Agent shall will not be responsible for the negligence or misconduct of any agent agents, contractors, or attorney attorneys-in-fact selected by it in fact that it selects as long as such selection was made without gross negligence or willful misconductgood faith.

Appears in 5 contracts

Samples: Financing Agreement (CitiSteel PA, Inc.), Financing Agreement (CitiSteel PA, Inc.), Credit and Security Agreement (Synergetics Usa Inc)

Delegation of Duties. The Agent may execute any of its duties under this Agreement or any the other Loan Document Documents by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney attorneys-in-fact selected by it in fact that it selects as long as such selection was made without gross negligence or willful misconductgood faith.

Appears in 5 contracts

Samples: Credit Agreement (Interpool Inc), Revolving Credit Agreement (Interpool Inc), Credit Agreement (Interpool Inc)

Delegation of Duties. Agent may execute any of its duties under this Loan Agreement and any duties as Agent or as a party, payee, mortgagee, assignee or beneficiary under any other Loan Document Document, by or through agents, employees affiliates or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such dutiesattorneys-in-fact. Agent shall not be responsible for the negligence or misconduct of any agent agents, affiliates or attorney in attorneys-in-fact that it selects as long as such selection was made without gross negligence or willful misconductselected by Agent with reasonable care and prudence.

Appears in 5 contracts

Samples: Loan Agreement (Interstate Hotels & Resorts Inc), Loan Agreement (Great Wolf Resorts, Inc.), Loan Agreement (Interstate Hotels & Resorts Inc)

Delegation of Duties. The Agent may execute perform any of its duties under this Agreement or any other Loan Document hereunder by or through agentsagents or employees (provided such delegation does not constitute a relinquishment of its duties as Agent) and, employees or attorneys in fact subject to Sections 9.5 [Reimbursement and Indemnification of Agent by the Borrowers] and 9.6 [Exculpatory Provisions; Limitation of Liability], shall be entitled to engage and pay for the advice or services of counsel any attorneys, accountants or other experts concerning all matters pertaining to such duties. Agent shall not be responsible for the negligence or misconduct of its duties hereunder and to rely upon any agent or attorney in fact that it selects as long as such selection was made without gross negligence or willful misconductadvice so obtained.

Appears in 5 contracts

Samples: Credit Agreement (Super Test Petroleum Inc), Credit Agreement (Vulcan Asphalt Refining Corp), Credit Agreement (Independent Gasoline & Oil Co of Rochester)

Delegation of Duties. Each Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees employees, or attorneys in attorneys-in-fact and shall be is entitled to advice of counsel and other consultants or experts concerning all matters pertaining to such those duties. No Agent shall not will be responsible for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects as long as such selection was made without in the absence of gross negligence or willful misconduct.

Appears in 5 contracts

Samples: Credit Agreement (AgileThought, Inc.), Credit Agreement (AgileThought, Inc.), Credit Agreement (AgileThought, Inc.)

Delegation of Duties. Each Class Agent may execute any of its duties under this Agreement or any other Loan Transaction Document by or through agents, employees or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. No Class Agent shall not be responsible for the negligence or misconduct of any agent or attorney in fact that it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.

Appears in 5 contracts

Samples: Transfer and Administration Agreement (United Stationers Inc), Transfer and Administration Agreement (United Stationers Inc), Transfer and Administration Agreement (United Stationers Inc)

Delegation of Duties. Agent The Agents may execute any of its their duties under this Agreement or any other Loan Document by or through agents, employees or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Agent The Agents shall not be responsible for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.

Appears in 4 contracts

Samples: Credit Agreement (Navigant Consulting Inc), Credit Agreement (Pilgrim America Prime Rate Trust), Credit Agreement (Ing Prime Rate Trust)

Delegation of Duties. Each Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. No Agent shall not be responsible for the negligence or misconduct of any agent or attorney in fact that it selects as long as such selection was made without gross negligence or willful misconduct.

Appears in 4 contracts

Samples: Credit Agreement (Arc Document Solutions, Inc.), Credit Agreement (Ascendia Brands, Inc.), Credit Agreement (American Reprographics CO)

Delegation of Duties. Agent may execute any of its respective duties under this Agreement or any and the other Loan Document Documents by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to rely on advice of counsel concerning all matters pertaining to such duties. Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney in attorneys-in-fact that it selects as long as such selection was made without gross negligence or willful misconductselected by Agent with reasonable care.

Appears in 4 contracts

Samples: Revolving Credit Loan Agreement (Orleans Homebuilders Inc), Revolving Credit Loan Agreement (Orleans Homebuilders Inc), Revolving Credit Loan Agreement (Orleans Homebuilders Inc)

Delegation of Duties. The Agent may execute any of its duties under this Agreement or any other Loan Document by or through agentsAgents, employees or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent Agent or attorney in attorney-in-fact that it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.

Appears in 4 contracts

Samples: Credit Agreement (Nashua Corp), Credit Agreement (Nashua Corp), Credit Agreement (Nashua Corp)

Delegation of Duties. The Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees employees, or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent agent, employee, or attorney in attorney-in-fact that it selects as long as such selection was made without gross negligence or willful misconduct.

Appears in 4 contracts

Samples: Loan and Security Agreement (Trump Atlantic City Funding Ii Inc), Loan and Security Agreement (Metals Usa Inc), Loan and Security Agreement (Metals Usa Inc)

Delegation of Duties. The Agent may execute perform any of its duties under this Agreement or any other Loan Document hereunder by or through agentsagents or employees (provided such delegation does not constitute a relinquishment of its duties as Agent) and, employees or attorneys in fact subject to Sections 9.5 [Reimbursement of Agent by Borrower, Etc.] and 9.6 [Exculpatory Provisions; Limitation of Liability], shall be entitled to engage and pay for the advice or services of counsel any attorneys, accountants or other experts concerning all matters pertaining to such duties. Agent shall not be responsible for the negligence or misconduct of its duties hereunder and to rely upon any agent or attorney in fact that it selects as long as such selection was made without gross negligence or willful misconductadvice so obtained.

Appears in 4 contracts

Samples: Credit Agreement (Excelsior Lasalle Property Fund Inc), Credit Agreement (Viasys Healthcare Inc), Credit Agreement (Champion Enterprises Inc)

Delegation of Duties. Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Agent shall not be responsible for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects as long as such selection was made in good faith, and without gross negligence or willful misconduct.

Appears in 4 contracts

Samples: Loan and Security Agreement (Sharper Image Corp), Loan and Security Agreement (Sharper Image Corp), Possession Loan and Security Agreement

Delegation of Duties. The Agent may execute any of its duties under this Loan Agreement or any other Loan Operative Document by or through agents, employees or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.

Appears in 4 contracts

Samples: Funding Loan Agreement (Walter Industries Inc /New/), Variable Funding Loan Agreement (Walter Industries Inc /New/), Variable Funding Loan Agreement (Walter Industries Inc /New/)

Delegation of Duties. The Agent may execute any of its duties under this Loan Agreement or any other Loan Transaction Document by or through agents, employees or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.

Appears in 4 contracts

Samples: Loan Agreement (Cronos Group), Management Agreement (Cronos Group), Loan Agreement (Cronos Group)

Delegation of Duties. The Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees employees, or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent or attorney in fact that it selects as long as such selection was made without gross negligence or willful misconduct.

Appears in 4 contracts

Samples: Credit Agreement (Westlake Chemical Corp), Credit Agreement (Westlake Chemical Corp), Credit Agreement (Westlake Chemical Corp)

Delegation of Duties. Agent The Agents may execute any of its their respective duties under this Agreement or any and the other Loan Document Documents by or through agents, employees any agent or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Agent The Agents shall not be responsible for the negligence or misconduct of any agent agents or attorney in attorneys-in-fact that it selects as long as selected by such selection was made without gross negligence or willful misconductAgent with reasonable care.

Appears in 4 contracts

Samples: Credit Agreement (Brinks Co), Joinder Agreement (Brinks Co), Joinder Agreement (Brinks Co)

Delegation of Duties. The Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney in attorneys-in-fact that selected by it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care except to the extent otherwise required by Section 9.3.

Appears in 4 contracts

Samples: Credit Agreement (BGF Industries Inc), Subordinated Credit Agreement (Capstone Pharmacy Services Inc), Credit Agreement (T Sf Communications Corp)

Delegation of Duties. The Agent may execute any of its duties under this Agreement or any and each other Loan Document by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney in attorneys-in-fact that selected by it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.

Appears in 3 contracts

Samples: Loan and Security Agreement (Medallion Financial Corp), Loan and Security Agreement (Medallion Financial Corp), Loan and Security Agreement (Medallion Financial Corp)

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Delegation of Duties. The Paying Agent may execute any of its duties under this Agreement or any other Loan Financing Document by or through agents, employees or attorneys in attorneys-in-fact and shall be entitled to advice of counsel and other consultants or experts concerning all matters pertaining to such duties. The Paying Agent shall not be responsible for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects as long as such selection was made without in the absence of gross negligence or willful misconduct.

Appears in 3 contracts

Samples: Assignment and Assumption (Tyco International LTD /Ber/), Assignment and Assumption (Tyco International LTD /Ber/), Credit Agreement (Tyco International LTD /Ber/)

Delegation of Duties. Agent may execute any of its duties under this Agreement or any and the other Loan Document Documents by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney in attorneys-in-fact that selected by it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.

Appears in 3 contracts

Samples: Credit and Reimbursement Agreement (Sears Holdings Corp), Credit and Reimbursement Agreement (Sears Holdings Corp), Letter of Credit and Reimbursement Agreement (Sears Holdings Corp)

Delegation of Duties. Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys attorneys’ in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Agent shall not be responsible for the negligence or misconduct of any agent or attorney in fact that it selects as long as such selection was made without gross negligence or willful misconduct.

Appears in 3 contracts

Samples: Credit Agreement (Ciber Inc), Credit Agreement (Renewable Energy Group, Inc.), Credit Agreement (Renewable Energy Group, Inc.)

Delegation of Duties. Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Agent shall not be responsible for the negligence or misconduct of any agent or attorney in fact that it selects as long as such selection was made without gross negligence or willful misconductmisconduct or made in breach in bad faith of Agent’s obligations hereunder or under any other Loan Document (in each case, as a finally determined by a court of competent jurisdiction).

Appears in 3 contracts

Samples: Assignment and Acceptance Agreement (Exide Technologies), Credit Agreement (Exide Technologies), Possession Credit Agreement (Exide Technologies)

Delegation of Duties. The Agent may execute any of its duties under this Agreement or any and the other Loan Document Documents to which the Agent is a party or under which the Agent is granted any right or remedy by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible to any Lender for the negligence or misconduct of any agent agents or attorney in attorneys-in-fact that selected by it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.

Appears in 3 contracts

Samples: Term Loan Agreement (Royale Energy Holdings, Inc.), Term Loan Agreement (Viking Energy Group, Inc.), Term Loan Agreement (Royale Energy Holdings, Inc.)

Delegation of Duties. Except as otherwise provided in this section, Agent may execute any of its duties under this Agreement or any of the other Loan Document Financing Agreements by or through agents, employees or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Agent shall not be responsible for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects as long as such selection was made in compliance with this Section and without gross negligence or willful misconduct.

Appears in 3 contracts

Samples: Loan and Security Agreement (Industrial Fuels Minerals Co), Revolving Credit and Security Agreement (Salant Corp), Revolving Credit and Security Agreement (Salant Corp)

Delegation of Duties. The Agent may execute any of its duties under this Agreement or any other Loan Document by or through agentsits agents or attorneys-in-fact, employees or attorneys in fact and shall be entitled to the advice of counsel concerning all matters pertaining to such dutiesits rights and duties hereunder or under the Loan Documents. The Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney in attorneys-in-fact that selected by it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.

Appears in 3 contracts

Samples: Warehousing Credit and Security Agreement (Centerline Holding Co), Mortgage Warehousing (Ares Commercial Real Estate Corp), Warehousing Credit and Security Agreement (Centerline Holding Co)

Delegation of Duties. Agent The Applicable Agents may execute any of its their duties under this Agreement or any and the other Loan Document Documents by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Agent The Applicable Agents shall not be responsible for the negligence or misconduct of any agent agents or attorney in attorneys-in-fact that it selects as long as such selection was made without gross negligence or willful misconductselected by any of them with reasonable care.

Appears in 3 contracts

Samples: Day Revolving Credit Agreement (Ford Motor Co), Revolving Credit Agreement (Ford Motor Co), Revolving Credit Agreement (Ford Motor Co)

Delegation of Duties. Agent may execute any of its duties under this Agreement or any other the Loan Document Documents by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to advice of counsel (including its internal counsel) concerning all matters pertaining to such duties. Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney in attorneys-in-fact that selected by it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.

Appears in 3 contracts

Samples: Credit Agreement (G Reit Inc), Credit Agreement (G Reit Inc), Credit Agreement (G Reit Inc)

Delegation of Duties. The Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees sub-agents, employees, or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent agent, sub-agent, employee, or attorney in attorney-in-fact that it selects as long as such selection was made without gross negligence or willful misconduct.

Appears in 3 contracts

Samples: And Guaranty Agreement (General Growth Properties Inc), Security and Guaranty Agreement (Pershing Square Capital Management, L.P.), And Guaranty Agreement (General Growth Properties Inc)

Delegation of Duties. Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys in attorneys-in-fact and shall be entitled to the advice of counsel concerning all matters pertaining to such duties. Agent shall not be responsible for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects as long as such selection was made without gross negligence or willful misconduct.

Appears in 3 contracts

Samples: Loan and Security Agreement (Hercules Technology Growth Capital Inc), Loan and Security Agreement (Hercules Technology Growth Capital Inc), Loan and Security Agreement (Hercules Technology Growth Capital Inc)

Delegation of Duties. Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Agent shall not be responsible for the negligence or misconduct of any agent or attorney in fact except to the extent that it selects as long as such selection was made without a court of competent jurisdiction determines in a final and nonappealable order that Agent acted with gross negligence or willful misconductmisconduct in the selection of such agent(s) or attorney(s) in fact.

Appears in 3 contracts

Samples: Term Loan Credit Agreement (Nuverra Environmental Solutions, Inc.), Bridge Term Loan Credit Agreement (Nuverra Environmental Solutions, Inc.), Credit Agreement (Nuverra Environmental Solutions, Inc.)

Delegation of Duties. Agent The Agents may execute any of its duties under this Agreement or any other Loan Document by or through Affiliates, agents, employees or attorneys in fact attorneys-in-fact, such sub-agents as shall be deemed necessary by the Agents, and shall be entitled to advice of counsel counsel, both internal and external, and other consultants or experts concerning all matters pertaining to such duties. Agent The Agents shall not be responsible for the negligence or misconduct of any agent or attorney in sub-agent or attorney-in-fact that it selects as long as such selection was made without in the absence of gross negligence or willful misconduct.

Appears in 3 contracts

Samples: Credit Agreement (Igate Corp), Credit Agreement (Igate Corp), Credit Agreement (Igate Corp)

Delegation of Duties. The Agent may execute any of its respective duties under this Agreement or any the other Loan Document Documents by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney in attorneys-in-fact that it selects as long as such selection was made without gross negligence or willful misconductselected by the Agent with reasonable care.

Appears in 3 contracts

Samples: Investment Agreement (Palace Entertainment Holdings, Inc.), Possession Credit Agreement (D. E. Shaw Laminar Acquisition Holdings 3, L.L.C.), Investment Agreement (Minrad International, Inc.)

Delegation of Duties. Agent may execute any of its duties under this Agreement or any other Loan Document Financing Agreement by or through agents, employees or attorneys in attorneys-in-fact and shall be entitled to advice of legal counsel and other consultants, independent public accountants or experts concerning all matters pertaining to such duties. Agent shall not be responsible for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects as long as such selection was made without in the absence of gross negligence or willful misconductmisconduct as finally determined in a non-appealable judicial proceeding.

Appears in 3 contracts

Samples: Term Loan and Security Agreement (Strawberry Fields REIT, Inc.), Term Loan and Security Agreement (Strawberry Fields REIT, Inc.), Term Loan and Security Agreement (Strawberry Fields REIT, Inc.)

Delegation of Duties. The Agent may execute any of its duties -------------------- under this Loan Agreement or any and the other Loan Document Operative Documents by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney in attorneys-in-fact that selected by it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.

Appears in 3 contracts

Samples: Master Agreement (Sterling Commerce Inc), Loan Agreement (Hughes Supply Inc), Hughes Supply Inc

Delegation of Duties. The Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects as long as such selection was made without gross negligence or willful misconduct.with reasonable care. 10.03

Appears in 2 contracts

Samples: Credit Agreement (Precision Castparts Corp), Credit Agreement (Bucyrus International Inc)

Delegation of Duties. Agent may execute any of its duties under this Agreement or any other UK Loan Document by or through agents, employees or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Agent shall not be responsible for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects as long as such selection was made without gross negligence or willful wilful misconduct.

Appears in 2 contracts

Samples: Loan Agreement (Palm Inc), Loan Agreement (Palm Inc)

Delegation of Duties. The Agent may execute any of its duties -------------------- under this Agreement or any and the other Loan Document Documents by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney in attorneys in-fact that selected by it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.

Appears in 2 contracts

Samples: Credit Agreement (Adams Outdoor Advertising Inc), Agreement (Healthcor Holdings Inc)

Delegation of Duties. The Agent may execute any of its duties -------------------- under this Agreement or any other Loan Document by or through agentsits employees, employees agents or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Agent shall not be responsible for the negligence or misconduct of any agent or attorney in fact that it selects as long as such selection was made without gross negligence or willful misconduct.

Appears in 2 contracts

Samples: Credit Agreement (Georgia Pacific Corp), Credit Agreement (Georgia Pacific Corp)

Delegation of Duties. Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Agent shall not be responsible for the negligence or misconduct of any agent or attorney in fact that it selects as long as such selection was made without gross negligence negligence, bad faith or willful misconduct.. 17.3

Appears in 2 contracts

Samples: Credit Agreement (Jushi Holdings Inc.), Credit Agreement (Jushi Holdings Inc.)

Delegation of Duties. The Agent may execute any of its duties under this Agreement or any other Loan Credit Document by or through agents, employees employees, or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects as long as such selection was made without gross negligence or willful misconduct.

Appears in 2 contracts

Samples: Credit Agreement (Friedmans Inc), Credit Agreement (Friedmans Inc)

Delegation of Duties. Except as otherwise provided in this Section 18.2, Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees employees, or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Agent shall not be responsible for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects as long as such selection was made in compliance with this Section 18.2 and without gross negligence or willful misconduct.

Appears in 2 contracts

Samples: Loan and Security Agreement (General Datacomm Industries Inc), Loan and Security Agreement (General Datacomm Industries Inc)

Delegation of Duties. The Agent may execute any of its duties under this Agreement or any and the other Loan Document Documents by or through agents, employees agents or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney attorneys in fact that selected by it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.

Appears in 2 contracts

Samples: Term Loan Credit Agreement (Animal Health International, Inc.), Term Loan Credit Agreement (Animal Health International, Inc.)

Delegation of Duties. The Agent may execute any of its duties under -------------------- this Agreement or any other Loan Document by or through agents, employees or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects as long as such selection was made without gross negligence or willful misconduct.

Appears in 2 contracts

Samples: Loan and Security Agreement (Envirosource Inc), Loan and Security Agreement (Agribiotech Inc)

Delegation of Duties. Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys in fact attorneys‑in‑fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Agent shall not be responsible for the negligence or misconduct of any agent or attorney in fact attorney‑in‑fact that it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.

Appears in 2 contracts

Samples: Credit Agreement (SWK Holdings Corp), Credit Agreement (Pdi Inc)

Delegation of Duties. Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Agent shall not be responsible for the negligence or misconduct of any agent or attorney in fact that it selects as long as except to the extent that such selection was made without with gross negligence or willful misconductmisconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Appears in 2 contracts

Samples: Credit Agreement (Golden Nugget Online Gaming, Inc.), Credit Agreement (Golden Nugget Online Gaming, Inc.)

Delegation of Duties. Agent may execute any of its duties under this Agreement or any other Loan Document by or through its, or its Affiliates', agents, employees or attorneys in attorneys-in-fact and shall be entitled to obtain and rely upon the advice of counsel and other consultants or experts concerning all matters pertaining to such duties. Agent shall not be responsible for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects as long as such selection was made without in the absence of gross negligence or willful misconduct.

Appears in 2 contracts

Samples: Loan and Security Agreement (Transgenomic Inc), Loan and Security Agreement (Furiex Pharmaceuticals, Inc.)

Delegation of Duties. Agent may execute any of its respective duties under this Agreement or any other Loan Document by or through agents, employees or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Agent shall not be responsible to the Borrower for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.

Appears in 2 contracts

Samples: First Mezzanine Loan Agreement (Strategic Hotel Capital Inc), Second Mezzanine Loan Agreement (Strategic Hotel Capital Inc)

Delegation of Duties. Agent may execute any of its duties under this Agreement or any other Loan Document by or through agentsAgent, employees or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Agent shall not be responsible for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects as long as such selection was made without gross negligence or willful misconduct.

Appears in 2 contracts

Samples: Loan and Security Agreement (Pierre Foods Inc), Loan and Security Agreement (Factory Card Outlet Corp)

Delegation of Duties. Agent may execute any of its duties under this Agreement or any other Loan Document Operative Agreement by or through agents, employees or attorneys in attorneys–in–fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Agent shall not be responsible for the negligence or misconduct of any agent or attorney in attorney–in–fact that it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.

Appears in 2 contracts

Samples: Credit Agreement (Sabre Holdings Corp), Credit Agreement (Sabre Holdings Corp)

Delegation of Duties. The Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney in attorneys-in-fact that selected by it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.

Appears in 2 contracts

Samples: Subordinated Credit Agreement (Bio Rad Laboratories Inc), Credit Agreement (Bio Rad Laboratories Inc)

Delegation of Duties. Each Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees employees, attorneys-in-fact or attorneys in fact through its Related Persons and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Neither Agent shall not be responsible for the negligence or misconduct of any agent agent, employee, attorney-in-fact or attorney in fact Related Person that it selects as long as such selection was made without gross negligence or willful misconduct.

Appears in 2 contracts

Samples: Loan and Security Agreement (EveryWare Global, Inc.), Loan and Security Agreement (Metals USA Plates & Shapes Southcentral, Inc.)

Delegation of Duties. Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys in fact attorneys‑in‑fact and shall be entitled to advice of counsel and other consultants or experts concerning all matters pertaining to such duties. Agent shall not be responsible for the negligence or misconduct of any agent or attorney in fact attorney‑in‑fact that it selects as long as such selection was made without in the absence of a finding by a court of competent jurisdiction in a final and nonappealable judgment that Agent acted with gross negligence or willful misconduct.

Appears in 2 contracts

Samples: Credit Agreement (A-Mark Precious Metals, Inc.), Credit Agreement (A-Mark Precious Metals, Inc.)

Delegation of Duties. Each Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. No US Agent shall not be responsible for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects as long as such selection was made without gross negligence or willful misconduct.

Appears in 2 contracts

Samples: Credit Agreement (Mobile Storage Group Inc), Credit Agreement (Mobile Storage Group Inc)

Delegation of Duties. Agent The Agents may execute any of its duties under this Agreement or any other Loan Document by or through agents, sub-agents, employees or attorneys in fact and shall be entitled to advice of counsel and other consultants or experts concerning all matters pertaining to such duties. Neither Agent shall not be responsible for the negligence or misconduct of any agent or attorney in fact that it selects as long as such selection was made without in the absence of gross negligence or willful misconductmisconduct as determined by a final nonappealable judgment of a court of competent jurisdiction.

Appears in 2 contracts

Samples: Credit Agreement (Atlas Resource Partners, L.P.), Credit Agreement (Titan Energy, LLC)

Delegation of Duties. Agent may execute any of its duties under this Loan Agreement and any duties as Agent or as a party, payee, mortgagee, assignee or beneficiary under any other Loan Document Document, by or through agents, employees Affiliates or attorneys in attorneys-in-fact; provided that such agents, Affiliates or attorneys-in-fact and shall be entitled subject to advice the same standard of counsel concerning all matters pertaining to such dutiescare as Agent as set forth in Section 9.2(b). Agent shall not be responsible for the negligence or misconduct of any agent agents, Affiliates or attorney in attorneys-in-fact that it selects as long as such selection was made without gross negligence or willful misconductselected by Agent with reasonable care and prudence.

Appears in 2 contracts

Samples: Loan Agreement (Sunstone Hotel Investors, Inc.), Loan Agreement (Sunstone Hotel Investors, Inc.)

Delegation of Duties. The Agent may execute any of its duties under this Agreement or any other Loan Financing Document by or through agents, employees or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects as long as such selection was made without gross negligence or willful misconductmisconduct as determined by a final non-appealable order by a court of competent jurisdiction,.

Appears in 2 contracts

Samples: Financing and Security Agreement (Dcap Group Inc), Financing and Security Agreement (Dcap Group Inc)

Delegation of Duties. Agent The Agents may execute any of its their duties under this Agreement or any and the other Loan Document Documents by or through agents, employees agents or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Agent The Agents shall not be responsible for the negligence or misconduct of any agent agents or attorney attorneys in fact that selected by it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.

Appears in 2 contracts

Samples: Patent Security Agreement (Virgin Mobile USA, Inc.), Credit Agreement (Virgin Mobile USA, Inc.)

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