EXCULPATION PROVISIONS. EACH OF THE PARTIES HERETO SPECIFICALLY AGREES THAT IT HAS A DUTY TO READ THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND AGREES THAT IT IS CHARGED WITH NOTICE AND KNOWLEDGE OF THE TERMS OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS; THAT IT HAS IN FACT READ THIS AGREEMENT AND IS FULLY INFORMED AND HAS FULL NOTICE AND KNOWLEDGE OF THE TERMS, CONDITIONS AND EFFECTS OF THIS AGREEMENT; THAT IT HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL OF ITS CHOICE THROUGHOUT THE NEGOTIATIONS PRECEDING ITS EXECUTION OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS; AND HAS RECEIVED THE ADVICE OF ITS ATTORNEY IN ENTERING INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS; AND THAT IT RECOGNIZES THAT CERTAIN OF THE TERMS OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS RESULT IN ONE PARTY ASSUMING THE LIABILITY INHERENT IN SOME ASPECTS OF THE TRANSACTION AND RELIEVING THE OTHER PARTY OF ITS RESPONSIBILITY FOR SUCH LIABILITY. EACH PARTY HERETO AGREES AND COVENANTS THAT IT WILL NOT CONTEST THE VALIDITY OR ENFORCEABILITY OF ANY EXCULPATORY PROVISION OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS ON THE BASIS THAT THE PARTY HAD NO NOTICE OR KNOWLEDGE OF SUCH PROVISION OR THAT THE PROVISION IS NOT “CONSPICUOUS.”
EXCULPATION PROVISIONS. Each of the parties hereto specifically agrees that it has a duty to read this Agreement and the other Loan Documents and agrees that it is charged with notice and knowledge of the terms of this Agreement and the other Loan Documents; that it has in fact read this Agreement and is fully informed and has full notice and knowledge of the terms and conditions of this Agreement; that it has been represented by independent legal counsel of its choice throughout the negotiations preceding its execution of this Agreement and the other Loan Documents; and has received the advice of its attorney in entering into this Agreement and the other Loan Documents; and that it recognizes that certain of the terms of this Agreement and the other Loan Documents may result, subject to the terms hereof and thereof and applicable law, in one party assuming the liability inherent in some aspects of the transaction and relieving the other party of its responsibility for such liability. Each party hereto agrees and covenants that it will not contest the validity or enforceability of any exculpatory provision of this Agreement and the other loan documents on the basis that the party had no notice or knowledge of such provision or that the provision is not “conspicuous.”
EXCULPATION PROVISIONS. Each of the parties hereto specifically agrees that it has a duty to read this Agreement and the Security Instruments and agrees that it is charged with notice and knowledge of the terms of this Agreement and the Security Instruments; that it has in fact read this Agreement and is fully informed and has full notice and knowledge of the terms, conditions and effects of this Agreement; that it has been represented by independent legal counsel of its choice throughout the negotiations preceding its execution of this Agreement and the Security Instruments; and has received the advice of its attorney in entering into this Agreement and the Security Instruments; and that it recognizes that certain of the terms of this Agreement and the Security Instruments result in one party assuming the liability inherent in some aspects of the transaction and relieving the other party of its responsibility for such liability. Each party hereto agrees and covenants that it will not contest the validity or enforceability of any exculpatory provision of this Agreement and the Security Instruments on the basis that the party had no notice or knowledge of such provision or that the provision is not “conspicuous.”
EXCULPATION PROVISIONS. 99 Section 12.14
EXCULPATION PROVISIONS. 98 Section 12.14 No Third Party Beneficiaries.........................................................................98 Section 12.15 USA Patriot Act Notice..................................................................................98 Section 12.16 Most Favored Leader....................................................................................98 Section 12.17 Material Non-Public Information.................................................................99 Section 12.18 No Fudiciary Duty, etc................................................................................100 Section 12.19 Acknowledgement and Consent to Bail-In of EEA Financial Institutions..101 Annex Annex I – List of Maximum Credit Amounts Schedules Schedule 1.02 – Existing Letters of Credit Schedule 7.05 – Litigation Schedule 7.06 – Environmental Matters Schedule 7.13 – Subsidiaries Schedule 7.16 – Advance Payment Contracts Schedule 7.17 – Swap Agreements Schedule 9.03 – Liens Schedule 9.05 – Investments Exhibits Exhibit A – Form of Note Exhibit B – Form of Borrowing Request Exhibit C – Form of Interest Election Request Exhibit D – Form of Compliance Certificate Exhibit E – Opinion of Xxxxx Xxxxx Exhibit F – Form of Assignment and Assumption Exhibit G-1 – Form of Maximum Credit Amount Increase Certificate Exhibit G-2 – Form of Additional Lender Certificate 509265-1641-30046358.10 THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of April 22, 2019, is among: Cabot Oil & Gas Corporation, a corporation duly formed and existing under the laws of the State of Delaware (the “Borrower”); each of the Lenders from time to time party hereto; and JPMorgan Chase Bank, N.A. (in its individual capacity, “JPMorgan”), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).
EXCULPATION PROVISIONS. 70 ANNEXES, EXHIBITS AND SCHEDULES Annex I - List of Percentage Shares and Revolving Credit Commitments Exhibit A - Form of Borrowing, Continuation and Conversion Request Exhibit B - Form of Compliance Certificate Exhibit C - Form of Assignment Agreement Exhibit D-1 - Restricted Subsidiaries as of the Date Hereof Exhibit D-2 - Unrestricted Subsidiaries as of the Date Hereof Exhibit E - Form of Guaranty Schedule 7.02 - Liabilities Schedule 7.03 - Litigation Schedule 7.10 - Titles, etc. Schedule 7.14 - Subsidiaries and Partnerships Schedule 7.17 - Environmental Matters Schedule 7.22 - Structure and Ownership of Subsidiaries Schedule 9.01 - Debt Schedule 9.02 - Liens Schedule 9.03 - Investments, Loans and Advances THIS CREDIT AGREEMENT (as amended , supplemented and modified from time to time, this "AGREEMENT") is entered into as of September 4, 2002, among BUCKEYE PARTNERS, L.P., a limited partnership formed under the laws of the State of Delaware (the "BORROWER"); each of the lenders that is a signatory hereto or that becomes a signatory hereto as provided in Section 12.06 (together with their successors and assigns, the "LENDERS"); SUNTRUST BANK ("SUNTRUST"), as administrative agent for the Lenders (in such, capacity, together with its successors in such capacity, the "AGENT").
EXCULPATION PROVISIONS. 30 SECTION 8.23 No Merger of Estates............................................................. 30 SECTION 8.24 Release upon Transfer or Sale.................................................... 31 SECTION 8.25 Counterparts..................................................................... 31
EXCULPATION PROVISIONS. The Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, the Agent:
EXCULPATION PROVISIONS. 64 Annex 1 - List of Commitments Exhibit A - Form of Committed Note Exhibit B - Form of Competitive Note Exhibit C - Form of Competitive Bid Request Exhibit D - Form of Notice to Lenders of Competitive Bid Request Exhibit E - Form of Competitive Bid Exhibit F - Form of Competitive Bid Administration Questionnaire Exhibit G - Form of Borrowing, Continuation and Conversion Request Exhibit H - Form of Compliance Certificate Exhibit I - Form of Legal Opinion of Counsel for the Company Exhibit J - Form of Legal Opinion of Counsel for the Designated Subsidiary Exhibit K - Form of Assignment Agreement Exhibit L - Form of Notice of Designation of Designated Subsidiaries Exhibit M - Form of Permitted Subordinated Debt Subordination Provisions Exhibit N - Form of Legal Opinion of Counsel for the Subsidiary Guarantor Schedule 1.02 - Capital and Operating Lease Obligations Schedule 7.02 - Liabilities Schedule 7.03 - Litigation Schedule 7.09 - Taxes Schedule 7.10 - Titles, etc. Schedule 7.14 - Subsidiaries and Partnerships Schedule 7.17 - Environmental Matters THIS CREDIT AGREEMENT dated as of May 1, 1995 is among: ENSERCH EXPLORATION, INC., a corporation formed under the laws of the State of Texas (the "Company"); each of the lenders that is a signatory hereto or which becomes a signatory hereto as provided in Section 12.06 (individually, together with its successors and assigns, a "Lender" and, collectively, the "Lenders"); TEXAS COMMERCE BANK NATIONAL ASSOCIATION, a national banking association (in its individual capacity, "TCB"), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the "Administrative Agent"); CHEMICAL BANK, a New York banking corporation (in its individual capacity, "Chemical"), as auction agent for the Lenders (in such capacity, together with its successors in such capacity, the "Auction Agent"); and THE CHASE MANHATTAN BANK, N.A., a national association (in its individual capacity, "Chase"), as syndication agent for the Lenders (in such capacity, together with its successors in such capacity, the "Syndication Agent").
EXCULPATION PROVISIONS. Each of the parties hereto hereby acknowledges and agrees that (a) no fiduciary, advisory or agency relationship between the Loan Parties and the Credit Parties is intended to be or has been created in respect of any of the transactions contemplated by this Agreement or the other Loan Documents, irrespective of whether the Credit Parties have advised or are advising the Loan Parties on other matters, and the relationship between the Credit Parties, on the one hand, and the Loan Parties, on the other hand, in connection herewith and therewith is solely that of creditor and debtor, (b) the Credit Parties, on the one hand, and the Loan Parties, on the other hand, have an arm’s length business relationship that does not directly or indirectly give rise to, nor do the Loan Parties rely on, any fiduciary duty to the Loan Parties or their affiliates on the part of the Credit Parties, (c) the Loan Parties are capable of evaluating and understanding, and the Loan Parties understand and accept, the terms, risks and conditions of the transactions contemplated by this Agreement and the other Loan Documents, (d) the Loan Parties have been advised that the Credit Parties are engaged in a broad range of transactions that may involve interests that differ from the Loan Parties’ interests and that the Credit Parties have no obligation to disclose such interests and transactions to the Loan Parties, (e) the Loan Parties have consulted their own legal, accounting, regulatory and tax advisors to the extent the Loan Parties have deemed appropriate in the negotiation, execution and delivery of this Agreement and the other Loan Documents, (f) each Credit Party has been, is, and will be acting solely as a principal and, except as otherwise expressly agreed in writing by it and the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties, any of their affiliates or any other Person, (g) none of the Credit Parties has any obligation to the Loan Parties or their affiliates with respect to the transactions contemplated by this Agreement or the other Loan Documents except those obligations expressly set forth herein or therein or in any other express writing executed and delivered by such Credit Party and the Loan Parties or any such affiliate and (h) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Credit Parties or among the Lo...
