Exculpatory Provisions. Neither any Agent nor any of their respective officers, directors, employees, agents, attorneys-in-fact or affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s own gross negligence or willful misconduct) or (ii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of any Loan Party a party thereto to perform its obligations hereunder or thereunder. The Agents shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party.

Appears in 124 contracts

Sources: Credit Agreement (MSC Industrial Direct Co Inc), Credit Agreement (MSC Industrial Direct Co Inc), Credit Agreement (Roper Technologies Inc)

Exculpatory Provisions. Neither any Agent nor any of their respective officers, directors, employees, agents, attorneys-in-fact or affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s 's own gross negligence or willful misconduct) or (ii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of any Loan Party a party thereto to perform its obligations hereunder or thereunder. The Agents shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party.

Appears in 81 contracts

Sources: Credit Agreement (Tango of Arundel, Inc.), Credit Agreement (Infrasource Services Inc), Revolving Credit, Guarantee and Security Agreement (Superior Telecom Inc)

Exculpatory Provisions. Neither any Agent nor any of their respective officers, directors, employees, agents, advisors, attorneys-in-fact or affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s own gross negligence or willful misconduct) or (ii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of any Loan Party a party thereto to perform its obligations hereunder or thereunder. The Agents shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party.

Appears in 78 contracts

Sources: Credit Agreement (Essential Utilities, Inc.), Credit Agreement (ESH Hospitality, Inc.), Credit Agreement (Colony Credit Real Estate, Inc.)

Exculpatory Provisions. Neither any Agent nor any of ~~their respective~~ its officers, directors, employees, agents, attorneys-in-fact or affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s own gross negligence or willful misconduct) or (ii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of any Loan Party ~~a party thereto~~ to perform its obligations hereunder or thereunder. The Agents shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party.

Appears in 39 contracts

Sources: Credit Agreement (Essential Properties Realty Trust, Inc.), Sixth Amendment to Amended and Restated Credit Agreement (Essential Properties Realty Trust, Inc.), Credit Agreement (Essential Properties Realty Trust, Inc.)

Exculpatory Provisions. Neither ~~any~~ the Administrative Agent nor any of ~~their respective~~ its officers, directors, employees, agents, attorneys-in-~~fact~~ fact, Subsidiaries or ~~affiliates~~ Affiliates shall be (ia) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or ~~any~~ the other Loan ~~Document~~ Documents (except ~~to the extent that any of the foregoing are found~~ for actions occasioned solely by ~~a final and nonappealable decision of a court of competent jurisdiction to have resulted from~~ its or such Person’s 's own gross negligence or willful misconduct) ), or (iib) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by the Borrower or any ~~Loan Party~~ of its Subsidiaries or any officer thereof contained in this Agreement or ~~any~~ the other Loan ~~Document~~ Documents or in any certificate, report, statement or other document referred to or provided for in, or received by the ~~Agents~~ Administrative Agent under or in connection with, this Agreement or ~~any~~ the other Loan ~~Document~~ Documents or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or ~~any~~ the other Loan ~~Document~~ Documents or for any failure of the Borrower or any ~~Loan Party a party thereto~~ of its Subsidiaries to perform its obligations hereunder or thereunder. The ~~Agents~~ Administrative Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this ~~Agreement or any other Loan Document~~Agreement, or to inspect the properties, books or records of the Borrower or any ~~Loan Party~~of its Subsidiaries.

Appears in 35 contracts

Sources: Credit Agreement (DRS Technologies Inc), Five Year Credit Agreement (Jones Apparel Group Inc), Five Year Credit Agreement (Jones Apparel Group Inc)

Exculpatory Provisions. Neither any Agent nor any of ~~their respective~~ its officers, directors, employees, agents, attorneys-in-fact or affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s 's own gross negligence or willful misconduct) or (ii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of any Loan Party ~~a party thereto~~ to perform its obligations hereunder or thereunder. The Agents shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party.

Appears in 21 contracts

Sources: Credit Agreement (K&f Industries Inc), Credit Agreement (Cott Corp /Cn/), Credit Agreement (Anc Rental Corp)

Exculpatory Provisions. ~~Neither any~~ No Agent nor any of their respective officers, directors, employees, agents, advisors, attorneys-in-fact or affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s (respectively) own gross negligence or willful misconduct) or (ii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of any Loan Party a party thereto to perform its obligations hereunder or thereunder. The Agents shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party.

Appears in 19 contracts

Sources: Credit Agreement (Ultra Clean Holdings, Inc.), Abl Credit Agreement (TTM Technologies Inc), Term Loan Credit Agreement (TTM Technologies Inc)

Exculpatory Provisions. Neither ~~any~~ the Administrative Agent nor any of ~~their respective~~ its officers, directors, employees, agents, attorneys-in-fact or affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s 's own gross negligence or willful misconduct) or (ii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the ~~Agents~~ Administrative Agent under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of any Loan Party a party thereto to perform its obligations hereunder or thereunder. The ~~Agents~~ Administrative Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party.

Appears in 17 contracts

Sources: Revolving Credit Agreement (B&g Foods Inc), Term Loan Agreement (B&g Foods Inc), Credit Agreement (White Mountains Insurance Group LTD)

Exculpatory Provisions. Neither any Agent nor any of their respective officers, directors, employees, agents, advisors, attorneys-in-fact or ~~affiliates~~ Affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s own gross negligence or willful misconduct) or (ii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of any Loan Party a party thereto to perform its obligations hereunder or thereunder. The Agents shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party.

Appears in 15 contracts

Sources: Credit Agreement (Air Lease Corp), Seventh Amendment and Extension Agreement (Air Lease Corp), Credit Agreement (Air Lease Corp)

Exculpatory Provisions. Neither ~~any~~ the Administrative Agent nor any of ~~their respective~~ its officers, directors, employees, agents, attorneys-in-fact or affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s own gross negligence or willful misconduct) or (ii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the ~~Agents~~ Administrative Agent under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of any Loan Party a party thereto to perform its obligations hereunder or thereunder. The ~~Agents~~ Administrative Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party.

Appears in 14 contracts

Sources: Credit Agreement (Forrester Research, Inc.), Credit Agreement (Forrester Research, Inc.), Credit Agreement (Forrester Research, Inc.)

Exculpatory Provisions. Neither any Agent nor any of their respective officers, directors, employees, agents, ~~attorneys-in-~~attorneys in fact or affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s own gross negligence or willful misconduct) or (ii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of any Loan Party a party thereto to perform its obligations hereunder or thereunder. The Agents shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party.

Appears in 13 contracts

Sources: Credit Agreement (Calpine Corp), Credit Agreement (Calpine Corp), Credit Agreement (Calpine Corp)

Exculpatory Provisions. Neither any Agent nor any of their respective officers, directors, employees, agents, attorneys-in-fact or affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s own gross negligence or willful misconduct) or (ii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by ~~any Loan Party~~ the Borrower or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of ~~any Loan Party a party thereto~~ the Borrower to perform its obligations hereunder or thereunder. The Agents shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of ~~any Loan Party~~the Borrower.

Appears in 12 contracts

Sources: Credit Agreement (Fair Isaac Corp), Credit Agreement (Fair Isaac Corp), Credit Agreement (Fair Isaac Corp)

Exculpatory Provisions. Neither any Agent nor any of their ---------------------- respective officers, directors, employees, agents, attorneys-in-fact or affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s 's own gross negligence or willful misconduct) or (ii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of any Loan Party a party thereto to perform its obligations hereunder or thereunder. The Agents shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party.

Appears in 11 contracts

Sources: Credit and Guarantee Agreement (Exide Corp), Credit Agreement (Banctec Inc), Credit Agreement (American Pharmaceutical Partners Inc /Ca/)

Exculpatory Provisions. Neither any Agent nor any of their respective officers, directors, employees, agents, attorneys-in-fact or ~~affiliates~~ Affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s 's own gross negligence or willful misconduct) or (ii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of any Loan Party a party thereto to perform its obligations hereunder or thereunder. The Agents shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party.

Appears in 11 contracts

Sources: Credit Agreement (Trico Marine Services Inc), 364 Day Credit Agreement (Fedex Corp), Credit Agreement (Fedex Corp)

Exculpatory Provisions. Neither any Agent nor any of their respective officers, directors, employees, agents, attorneys-in-fact or ~~affiliates~~ Affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s own gross negligence or willful misconduct) or (ii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of any Loan Party a party thereto to perform its obligations hereunder or thereunder. The Agents shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party.

Appears in 10 contracts

Sources: Credit Agreement (Investment Technology Group, Inc.), Credit Agreement (Investment Technology Group, Inc.), Credit Agreement (Investment Technology Group, Inc.)

Exculpatory Provisions. Neither ~~any~~ the Administrative Agent nor any of ~~their respective~~ its officers, directors, employees, agents, attorneys-in-~~fact~~ fact, Subsidiaries or ~~affiliates~~ Affiliates shall be (ia) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or ~~any~~ the other Loan ~~Document~~ Documents (except ~~to the extent that any of the foregoing are found~~ for actions occasioned solely by ~~a final and nonappealable decision of a court of competent jurisdiction to have resulted from~~ its or such Person’s own gross negligence or willful misconduct) ), or (iib) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by the Borrower or any ~~Loan Party~~ of its Subsidiaries or any officer thereof contained in this Agreement or ~~any~~ the other Loan ~~Document~~ Documents or in any certificate, report, statement or other document referred to or provided for in, or received by the ~~Agents~~ Administrative Agent under or in connection with, this Agreement or ~~any~~ the other Loan ~~Document~~ Documents or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or ~~any~~ the other Loan ~~Document~~ Documents or for any failure of the Borrower or any ~~Loan Party a party thereto~~ of its Subsidiaries to perform its obligations hereunder or thereunder. The ~~Agents~~ Administrative Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this ~~Agreement or any other Loan Document~~Agreement, or to inspect the properties, books or records of the Borrower or any ~~Loan Party~~of its Subsidiaries.

Appears in 10 contracts

Sources: Term Loan Agreement, Credit Agreement (Grainger W W Inc), Five Year Credit Agreement (Jones Apparel Group Inc)

Exculpatory Provisions. Neither any Agent nor any of their respective officers, directors, employees, agents, attorneys-in-fact or affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s own bad faith, gross negligence or willful misconduct) or (ii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of any Loan Party a party thereto to perform its obligations hereunder or thereunder. The Agents shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party.

Appears in 9 contracts

Sources: Credit Agreement (Remitly Global, Inc.), Credit Agreement (Rapid7, Inc.), Credit Agreement (Taboola.com Ltd.)

Exculpatory Provisions. Neither any Agent nor any of ~~their respective~~ its officers, directors, employees, agents, attorneys-in-~~fact~~ fact, Affiliates or ~~affiliates~~ Subsidiaries shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with ~~this Agreement or any other Loan Document~~ the Credit Documents (except ~~to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from~~ for its or such Person’s own gross negligence or willful ~~misconduct)~~ misconduct to the extent determined by a final, nonappealable judgment of a court of competent jurisdiction), or (ii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any ~~Loan~~ Credit Party or any officer thereof contained in ~~this Agreement or any other Loan Document~~ the Credit Documents or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents under or in connection with, ~~this Agreement or any other Loan Document~~ the Credit Documents or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of ~~this Agreement or any other Loan Document~~ the Credit Documents or for any failure of any ~~Loan~~ Credit Party ~~a party thereto~~ to perform its obligations ~~hereunder or~~ thereunder. ~~The~~ None of the Agents shall ~~not~~ be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, ~~this Agreement or~~ any ~~other Loan~~ Credit Document, or to inspect the properties, books or records of any ~~Loan~~ Credit Party.

Appears in 8 contracts

Sources: Credit Agreement (KLX Energy Services Holdings, Inc.), Credit Agreement (KLX Inc.), Loan Agreement (KLX Inc.)

Exculpatory Provisions. Neither any Agent nor any of their respective officers, directors, employees, agents, ~~attorneys-in-fact~~ attorneys‑in‑fact or affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s own gross negligence or willful misconduct) or (ii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of any Loan Party a party thereto to perform its obligations hereunder or thereunder. The Agents shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party.

Appears in 8 contracts

Sources: Credit Agreement (MSC Industrial Direct Co Inc), Credit Agreement (Avis Budget Group, Inc.), Credit Agreement (Avis Budget Group, Inc.)

Exculpatory Provisions. ~~Neither any Agent~~ None of the Agents nor any of ~~their~~ its respective officers, directors, employees, agents, attorneys-in-fact or affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s own gross negligence or willful misconduct) or (ii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of any Loan Party a party thereto to perform its obligations hereunder or thereunder. The Agents shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party.

Appears in 8 contracts

Sources: Credit Agreement (Westar Energy Inc /Ks), Credit Agreement (Westar Energy Inc /Ks), Credit Agreement (Westar Energy Inc /Ks)

Exculpatory Provisions. Neither any Agent nor any of ~~their respective~~ its officers, directors, employees, agents, advisors, attorneys-in-fact or affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s own gross negligence or willful misconduct) or (ii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of any Loan Party ~~a party thereto~~ to perform its obligations hereunder or thereunder. The Agents shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party.

Appears in 8 contracts

Sources: Credit Agreement (Cinemark Holdings, Inc.), Credit Agreement (Cinemark Usa Inc /Tx), Credit Agreement (Cinemark Usa Inc /Tx)

Exculpatory Provisions. Neither ~~any~~ the Administrative Agent nor any of ~~their~~ its respective officers, directors, employees, agents, attorneys-in-fact or affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s 's own gross negligence or willful misconduct) or (ii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the ~~Agents~~ Administrative Agent under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of any Loan Party a party thereto to perform its obligations hereunder or thereunder. The ~~Agents~~ Administrative Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party.

Appears in 7 contracts

Sources: Credit Agreement (Recoton Corp), Credit Agreement (Cpi Aerostructures Inc), Revolving Credit and Guarantee Agreement (Grand Union Co /De/)

Exculpatory Provisions. Neither any Agent nor any of their respective officers, directors, employees, agents, attorneys-in-fact or affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such ~~Person~~person’s own gross negligence or willful misconduct) or (ii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of any Loan Party a party thereto to perform its obligations hereunder or thereunder. The Agents shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party.

Appears in 7 contracts

Sources: Credit Agreement (Hughes Network Systems, LLC), Credit Agreement (Hughes Communications, Inc.), Credit Agreement (Hughes Communications, Inc.)

Exculpatory Provisions. Neither ~~any~~ Administrative Agent nor any of ~~their respective~~ its officers, directors, employees, agents, ~~attorneys-in-~~advisors, attorneys in fact or affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s own gross ~~negligence~~ negligence, bad faith or willful misconduct) or (ii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the ~~Agents~~ Administrative Agent under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of any Loan Party a party thereto to perform its obligations hereunder or thereunder. The ~~Agents~~ Administrative Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party.

Appears in 7 contracts

Sources: Credit Agreement (M/I Homes, Inc.), Credit Agreement (M/I Homes, Inc.), Credit Agreement (M/I Homes, Inc.)

Appears in 7 contracts

Sources: Credit Agreement (Rent a Center Inc De), Credit Agreement (Rent a Center Inc De), Credit Agreement (Rent a Center Inc De)

Exculpatory Provisions. Neither ~~any~~ an Agent nor any of ~~their respective~~ its officers, directors, employees, agents, attorneys-in-fact or affiliates shall be (ia) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other ~~Loan~~ Finance Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted solely and proximately from its or such Person’s own gross negligence or willful misconduct) or (iib) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any ~~Loan~~ Credit Party or any officer thereof contained in this Agreement or any other ~~Loan~~ Finance Document or in any certificate, report, statement or other document referred to or provided for in, or received by ~~the Agents~~ such Agent under or in connection with, this Agreement or any other ~~Loan~~ Finance Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other ~~Loan~~ Finance Document or for any failure of any ~~Loan~~ Credit Party ~~a party thereto~~ to perform its obligations hereunder or thereunder. ~~The Agents~~ No Agent shall ~~not~~ be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other ~~Loan~~ Finance Document, or to inspect the properties, books or records of any ~~Loan~~ Credit Party.

Appears in 6 contracts

Sources: Credit Agreement (Foresight Energy LP), Credit Agreement (Foresight Energy LP), Credit Agreement (Foresight Energy LP)

Exculpatory Provisions. Neither any Agent nor any of their respective officers, directors, employees, agents, ~~attorneys-in-fact~~ advisors, attorneys‑in‑fact or affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s own gross negligence or willful misconduct) or (ii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of any Loan Party a party thereto to perform its obligations hereunder or thereunder. The Agents shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party.

Appears in 6 contracts

Sources: Credit Agreement (World Wrestling Entertainmentinc), Credit Agreement (Universal Health Services Inc), Credit Agreement (First Solar, Inc.)

Exculpatory Provisions. Neither any Agent nor any of ~~their respective~~ its officers, directors, employees, agents, attorneys-in-fact or affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s own gross negligence or willful misconduct) or (ii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by ~~any Loan Party~~ the Borrower or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of ~~any Loan Party a party thereto~~ the Borrower to perform its obligations hereunder or thereunder. The Agents shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of ~~any Loan Party~~the Borrower.

Appears in 6 contracts

Sources: Credit Agreement (Magellan Midstream Holdings Lp), Credit Agreement (Northwestern Corp), Credit Agreement (Northwestern Corp)

Exculpatory Provisions. Neither ~~any~~ the Administrative Agent nor any of ~~their~~ its respective officers, directors, employees, agents, attorneys-in-fact or affiliates shall be (ia) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan ~~Document~~ Paper (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s own gross negligence or willful misconduct) or (iib) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any ~~Loan Party~~ Company or any officer thereof contained in this Agreement or any other Loan ~~Document~~ Paper or in any certificate, report, statement or other document referred to or provided for in, or received by the ~~Agents~~ Administrative Agent under or in connection with, this Agreement or any other Loan ~~Document~~ Paper or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan ~~Document~~ Paper or for any failure of any ~~Loan Party~~ Company a party thereto to perform its obligations hereunder or thereunder. The ~~Agents~~ Administrative Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan ~~Document~~Paper, or to inspect the properties, books or records of any ~~Loan Party~~Company.

Appears in 6 contracts

Sources: Credit Agreement (Qwest Corp), Credit Agreement (Lumen Technologies, Inc.), Credit Agreement (Centurylink, Inc)

Exculpatory Provisions. Neither ~~any~~ the Administrative Agent nor any of ~~their respective~~ its officers, directors, employees, agents, attorneys-in-fact or ~~affiliates~~ Affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s own gross negligence or willful misconduct) or (ii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by ~~any Loan Party~~ the Borrower or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the ~~Agents~~ Administrative Agent under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of ~~any Loan Party a party thereto~~ the Borrower to perform its obligations hereunder or thereunder. The ~~Agents~~ Administrative Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of ~~any Loan Party~~the Borrower.

Appears in 6 contracts

Sources: Term Loan Credit Agreement (Henry Schein Inc), Term Loan Credit Agreement (Henry Schein Inc), 364 Day Credit Agreement (Henry Schein Inc)

Exculpatory Provisions. Neither ~~any~~ the Administrative Agent nor any of ~~their respective~~ its officers, directors, employees, agents, attorneys-in-fact or affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s own gross negligence or willful misconduct) or (ii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by ~~any Loan Party~~ the Borrower or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the ~~Agents~~ Administrative Agent under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of ~~any Loan Party a party thereto~~ the Borrower to perform its obligations hereunder or thereunder. The ~~Agents~~ Administrative Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of ~~any Loan Party~~the Borrower.

Appears in 6 contracts

Sources: Credit Agreement (Northwestern Corp), Credit Agreement (Northwestern Corp), Credit Agreement (Northwestern Corp)

Exculpatory Provisions. Neither ~~any~~ the Administrative Agent nor any of ~~their~~ its respective officers, directors, employees, agents, attorneys-in-fact or affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s own gross negligence or willful misconduct) or (ii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the ~~Agents~~ Administrative Agent under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of any Loan Party a party thereto to perform its obligations hereunder or thereunder. The ~~Agents~~ Administrative Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party.

Appears in 5 contracts

Sources: Secured Superpriority Debtor in Possession Credit Agreement (NBC Acquisition Corp), Credit Agreement (National Financial Partners Corp), Credit Agreement (Take Two Interactive Software Inc)

Exculpatory Provisions. Neither ~~any~~ the Administrative Agent nor any of ~~their respective~~ its officers, directors, employees, agents, attorneys-in-fact or affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s 's own gross negligence or willful misconduct) or (ii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by ~~any Loan Party~~ the Borrower or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the ~~Agents~~ Administrative Agent under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of ~~any Loan Party a party thereto~~ the Borrower to perform its obligations hereunder or thereunder. The ~~Agents~~ Administrative Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of ~~any Loan Party~~the Borrower.

Appears in 5 contracts

Sources: Credit Agreement (Keyspan Corp), Credit Agreement (Keyspan Corp), Credit Agreement (Keyspan Corp)

Exculpatory Provisions. Neither ~~any~~ the Administrative Agent nor any of ~~their respective~~ its officers, directors, employees, agents, attorneys-in-fact or affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s own gross negligence or willful misconduct) or (ii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the ~~Agents~~ Administrative Agent under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of any Loan Party ~~a party thereto~~ to perform its obligations hereunder or thereunder. The ~~Agents~~ Administrative Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party.

Appears in 5 contracts

Sources: Term Loan Agreement (Radnor Holdings Corp), Credit Agreement (MVC Capital, Inc.), Credit Agreement (Parker Drilling Co /De/)

Exculpatory Provisions. Neither any Agent nor any of their respective officers, directors, employees, partners, agents, advisors, attorneys-in-fact or affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s own gross negligence or willful misconduct) or (ii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of any Loan Party a party thereto to perform its obligations hereunder or thereunder. The Agents shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party.

Appears in 5 contracts

Sources: Credit Agreement, Credit Agreement, Credit Agreement (SunCoke Energy Partners, L.P.)

Exculpatory Provisions. Neither any Agent or its Affiliates nor any of their respective officers, directors, employees, agents, attorneys-in-fact or affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such ~~Person~~ person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such ~~Person~~person’s own gross negligence or willful misconduct) or (ii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of any Loan Party a party thereto to perform its obligations hereunder or thereunder. The Agents shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party.

Appears in 5 contracts

Sources: Incremental Assumption Agreement (Momentive Specialty Chemicals Inc.), Amendment Agreement (Hexion Specialty Chemicals, Inc.), Credit Agreement (Hexion Specialty Chemicals, Inc.)

Exculpatory Provisions. Neither any Agent nor any of their respective officers, directors, employees, agents, attorneys-in-fact or affiliates shall be (i) liable to any Lender for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s 's own gross negligence or willful misconduct) or (ii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of any Loan Party a party thereto to perform its obligations hereunder or thereunder. The Agents shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party.

Appears in 5 contracts

Sources: Five Year Credit Agreement (Thermo Electron Corp), 364 Day Credit Agreement (Thermo Electron Corp), 364 Day Credit Agreement (Thermo Electron Corp)

Appears in 4 contracts

Sources: Term Loan Credit Agreement (Air Lease Corp), First Amendment (Air Lease Corp), Tenth Amendment and Extension Agreement (Air Lease Corp)

Exculpatory Provisions. Neither any Agent nor any of ~~their respective~~ its officers, directors, employees, agents, advisors, attorneys-in-fact or ~~affiliates~~ Affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s own gross negligence or willful misconduct) or (ii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of any Loan Party ~~a party thereto~~ to perform its obligations hereunder or thereunder. The Agents shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party.

Appears in 4 contracts

Sources: Credit Agreement (Sba Communications Corp), Revolving Refinancing Amendment (Sba Communications Corp), 2018 Refinancing Amendment (Sba Communications Corp)

Exculpatory Provisions. Neither ~~any~~ the Administrative Agent nor any of ~~their respective officers,~~ its directors, ~~employees~~officers, agents, ~~attorneys-in-fact~~ or ~~affiliates~~ employees shall be (i) liable for any action lawfully taken or omitted to be taken by it or ~~such Person~~ them under or in connection with this Agreement ~~or any other Loan Document~~ (except ~~to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its~~ for its, their or such Person’s own gross negligence or willful ~~misconduct~~misconduct or, in the case of the Administrative Agent, the breach of its obligations expressly set forth in this Agreement) or (ii) responsible in any manner to any of the ~~Lenders~~ Secured Parties for any recitals, statements, ~~representations~~ representations, or warranties made by ~~any Loan Party~~ the Borrower, the Servicer, the Backup Servicer, the Performance Guarantor, or ~~any officer thereof~~ the Collateral Custodian contained in this Agreement ~~or any other Loan Document~~ or in any certificate, report, ~~statement~~ statement, or other document referred to or provided for in, or received ~~by the Agents~~ under or in connection with, this Agreement or any other ~~Loan~~ Basic Document or to which it is a party for the value, validity, effectiveness, genuineness, ~~enforceability~~ enforceability, or sufficiency of this Agreement or any other ~~Loan Document~~ document furnished in connection herewith, or for any failure of ~~any Loan Party a party thereto~~ the Borrower to perform its obligations ~~hereunder~~ hereunder, or ~~thereunder~~for the satisfaction of any condition specified in Article Four. The ~~Agents~~ Administrative Agent shall not be under any obligation to any ~~Lender~~ Secured Party to ascertain or to inquire as to the observance or performance of any of the agreements or covenants contained in, or conditions of, this ~~Agreement or any other Loan Document~~Agreement, or to inspect the properties, ~~books~~ books, or records of ~~any Loan Party~~the Borrower.

Appears in 4 contracts

Sources: Loan Agreement (Lendbuzz Inc.), Loan Agreement (Lendbuzz Inc.), Loan Agreement (Lendbuzz Inc.)

Exculpatory Provisions. Neither ~~any~~ the Administrative Agent nor any of ~~their~~ its respective officers, directors, employees, agents, ~~attorneys-in-fact~~ attorneys‑in‑fact or affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s own gross negligence or willful misconduct) or (ii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the ~~Agents~~ Administrative Agent under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of any Loan Party a party thereto to perform its obligations hereunder or thereunder. The ~~Agents~~ Administrative Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party.

Appears in 4 contracts

Sources: Competitive Advance and Revolving Credit Agreement (Tegna Inc), Competitive Advance and Revolving Credit Agreement (Tegna Inc), Competitive Advance and Revolving Credit Agreement (Tegna Inc)

Exculpatory Provisions. Neither any Agent nor any of their respective officers, directors, employees, agents, attorneys-in-fact or affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s own gross negligence or willful misconduct) or (ii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by ~~the Agents~~ any Agent under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of any Loan Party a party thereto to perform its obligations hereunder or thereunder. ~~The Agents~~ No Agent shall ~~not~~ be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party.

Appears in 4 contracts

Sources: Super Priority Debtor in Possession and Exit Credit and Guarantee Agreement (Northwest Airlines Corp), Credit and Guarantee Agreement (Northwest Airlines Corp), Super Priority Debtor in Possession and Exit Credit and Guarantee Agreement

Exculpatory Provisions. Neither any Agent nor any of their respective officers, directors, employees, agents, ~~attorneys-in-~~attorneys in fact or ~~affiliates~~ Affiliates shall be (ia) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other ~~Loan~~ Credit Document (except to the extent that any of the foregoing are found by a final and ~~nonappealable~~ non-appealable decision of a court of competent jurisdiction to have resulted from its or such Person’s own gross ~~negligence~~ negligence, bad faith or willful misconduct) or (iib) responsible in any manner to any of the Lenders or any other Secured Party for any recitals, statements, representations or warranties made by any ~~Loan~~ Credit Party or any officer thereof contained in this Agreement or any other ~~Loan~~ Credit Document or in any certificate, report, statement or other document referred to or provided for in, or received by ~~the~~ Agents under or in connection with, this Agreement or any other ~~Loan~~ Credit Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other ~~Loan~~ Credit Document or for any failure of any ~~Loan~~ Credit Party ~~a party thereto~~ or other Person to perform its obligations hereunder or thereunder. ~~The~~ Agents shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other ~~Loan~~ Credit Document, or to inspect the properties, books or records of any ~~Loan~~ Credit Party.

Appears in 4 contracts

Sources: Credit Agreement (Vireo Growth Inc.), Credit Agreement (Vireo Growth Inc.), Credit Agreement (Vireo Health International, Inc.)

Exculpatory Provisions. Neither any Agent nor any of their respective officers, directors, employees, agents, ~~attorneys-in-~~attorneys in fact or affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s own gross ~~negligence~~ negligence, bad faith or willful misconduct) or (ii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of any Loan Party a party thereto to perform its obligations hereunder or thereunder. The Agents shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party.

Appears in 4 contracts

Sources: Credit Agreement (Autonation, Inc.), Credit Agreement (Autonation, Inc.), Credit Agreement (Autonation, Inc.)

Exculpatory Provisions. ~~Neither~~ No Agent (for purposes of this Article VIII, “Agent” and “Agents” shall mean the collective reference to the Agent, the Co-Collateral Agents and any other Lender designated as an “Agent” for purposes of this Agreement, including the Lead Arrangers, the Syndication Agent and the Co-Documentation Agents) nor any of their respective officers, directors, employees, agents, attorneys-in-fact or affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s own gross negligence or willful misconduct) or (ii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of any Loan Party that is a party thereto to perform its obligations hereunder or thereunder. The Agents shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party.

Appears in 4 contracts

Sources: Credit Agreement (Sears Holdings Corp), Credit Agreement (Sears Holdings Corp), Credit Agreement (Sears Holdings Corp)

Exculpatory Provisions. Neither any Agent nor any of their respective officers, directors, partners, employees, agents, advisors, attorneys-in-fact or affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s own gross negligence or willful misconduct) or (ii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any ~~Loan Party~~ Group Member or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of any ~~Loan Party~~ Group Member a party thereto to perform its obligations hereunder or thereunder. The Agents shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any ~~Loan Party~~Group Member.

Appears in 4 contracts

Sources: Revolving Facility Credit Agreement (Fender Musical Instruments Corp), Term Facility Credit Agreement (Fender Musical Instruments Corp), Revolving Facility Credit Agreement (Fender Musical Instruments Corp)

Exculpatory Provisions. Neither ~~any~~ the Administrative Agent nor any of ~~their respective~~ its officers, directors, employees, agents, attorneys-in-fact or affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s 's own gross negligence or willful misconduct) or (ii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the ~~Agents~~ Administrative Agent under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of any Loan Party ~~a party thereto~~ to perform its obligations hereunder or thereunder. The ~~Agents~~ Administrative Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party.

Appears in 4 contracts

Sources: Term Loan Agreement (Global Geophysical Services Inc), Revolving Credit Agreement (National Coal Corp), Credit Agreement (National Coal Corp)

Exculpatory Provisions. Neither any Agent nor any of their respective officers, directors, employees, agents, advisors, attorneys-in-fact or affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s own gross negligence or willful misconduct) or (ii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document (including, for the avoidance of doubt, in connection with the Administrative Agent’s reliance on any Electronic Signature transmitted by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page) or for any failure of any Loan Party a party thereto to perform its obligations hereunder or thereunder. The Agents shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party.

Appears in 4 contracts

Sources: Credit Agreement (Wolverine World Wide Inc /De/), Credit Agreement (Wolverine World Wide Inc /De/), Credit Agreement (Colony Capital, Inc.)

Exculpatory Provisions. Neither ~~any~~ the Administrative Agent nor any of ~~their respective~~ its officers, directors, employees, agents, attorneys-in-fact or affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s own bad faith, gross negligence or willful misconduct) or (ii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the ~~Agents~~ Administrative Agent under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of any Loan ~~Party~~ Party, a party thereto to perform its obligations hereunder or thereunder. The ~~Agents~~ Administrative Agent shall not be under any ~~obligation~~ obligations to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions ~~of,~~ of this Agreement or of any other Loan Document, or to inspect the properties, books or records of any Loan Party.

Appears in 3 contracts

Sources: Credit Agreement (Vince Holding Corp.), Credit Agreement (Apparel Holding Corp.), Credit Agreement (Yankee Holding Corp.)

Exculpatory Provisions. Neither any Agent nor any of ~~their~~ its respective officers, directors, employees, agents, attorneys-in-fact or affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s own gross negligence or willful misconduct) or (ii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any ~~Loan Party~~ of CFC or its Subsidiaries or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of any ~~Loan Party a party thereto~~ of CFC or its Subsidiaries to perform its obligations hereunder or thereunder. The Agents shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any ~~Loan Party~~of CFC or its Subsidiaries.

Appears in 3 contracts

Sources: Credit Agreement (Countrywide Financial Corp), 364 Day Credit Agreement (Countrywide Financial Corp), 364 Day Credit Agreement (Countrywide Financial Corp)

Exculpatory Provisions. Neither ~~any~~ Administrative Agent nor any of ~~their respective~~ its officers, directors, employees, agents, attorneys-in-fact or affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with ~~this Agreement or~~ any ~~other~~ Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s own gross negligence or willful misconduct) or (ii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by ~~the Agents~~ Administrative Agent under or in connection ~~with,~~ with this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of any Loan Party a party thereto to perform its obligations hereunder or thereunder. ~~The Agents~~ Administrative Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party.

Appears in 3 contracts

Sources: Credit Agreement (CalAtlantic Group, Inc.), Credit Agreement (Standard Pacific Corp /De/), Credit Agreement (Standard Pacific Corp /De/)

Exculpatory Provisions. Neither any Agent nor any of ~~their respective~~ its officers, directors, employees, agents, attorneys-in-fact or affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such ~~Person~~ person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such ~~Person’s~~ person's own gross negligence or willful misconduct) or (ii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of any Loan Party a party thereto to perform its obligations hereunder or thereunder. The Agents shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party.

Appears in 3 contracts

Sources: Credit Agreement (Nuance Communications, Inc.), Credit Agreement (Nuance Communications, Inc.), Credit Agreement (Nuance Communications, Inc.)

Exculpatory Provisions. Neither any Agent nor any of their respective officers, directors, employees, agents, attorneys-in-fact or affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final ~~and nonappealable~~ decision of a court of competent jurisdiction to have resulted from its or such Person’s 's own gross negligence or willful misconduct) or (ii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of any Loan Party a party thereto to perform its obligations hereunder or thereunder. The Agents shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party.

Appears in 3 contracts

Sources: Credit Agreement (Charter Communications Holdings LLC), Credit Agreement (Interstate Bakeries Corp/De/), Credit Agreement (Interstate Bakeries Corp/De/)

Exculpatory Provisions. Neither any Agent nor any of their respective officers, directors, employees, agents, attorneys-in-fact or affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s own gross negligence or willful misconduct) or (ii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the ~~Agents~~ Administrative Agent under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of any Loan Party a party thereto to perform its obligations hereunder or thereunder. The ~~Agents~~ Administrative Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party.

Appears in 3 contracts

Sources: Credit Agreement (SWS Group Inc), Funding Agreement (Hilltop Holdings Inc.), Credit Agreement (SWS Group Inc)

Exculpatory Provisions. Neither any Agent nor any of their respective officers, directors, employees, agents, attorneys-in-fact or affiliates shall be (ia) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan ~~Document~~ Paper (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s own gross negligence or willful misconduct) or (iib) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any ~~Loan Party~~ Company or any officer thereof contained in this Agreement or any other Loan ~~Document~~ Paper or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents under or in connection with, this Agreement or any other Loan ~~Document~~ Paper or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan ~~Document~~ Paper or for any failure of any ~~Loan Party~~ Company a party thereto to perform its obligations hereunder or thereunder. The Agents shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan ~~Document~~Paper, or to inspect the properties, books or records of any ~~Loan Party~~Company.

Appears in 3 contracts

Sources: Credit Agreement (Centurylink, Inc), Credit Agreement (Centurylink, Inc), Revolving Credit Agreement (Centurylink, Inc)

Exculpatory Provisions. Neither ~~any~~ Administrative Agent nor any of ~~their respective~~ its officers, directors, employees, agents, ~~attorneys-in-~~advisors, attorneys in fact or affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s own bad faith, gross negligence or willful misconduct) or (ii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of any Loan Party a party thereto to perform its obligations hereunder or thereunder. The Agents shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party.

Appears in 3 contracts

Sources: Delayed Draw Term Loan Credit Agreement (Lennar Corp /New/), Credit Agreement (Lennar Corp /New/), Credit Agreement (Lennar Corp /New/)

Exculpatory Provisions. Neither ~~any~~ the Administrative Agent nor any ---------------------- of ~~their respective~~ its officers, directors, employees, agents, attorneys-in-fact or affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s 's own gross negligence or willful misconduct) or (ii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the ~~Agents~~ Administrative Agent under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of any Loan Party a party thereto to perform its obligations hereunder or thereunder. The ~~Agents~~ Administrative Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party.

Appears in 3 contracts

Sources: Credit Agreement (Paragon Health Network Inc), Revolving Credit Agreement (Coaxial LLC), Revolving Credit Agreement (Insight Communications Co Inc)

Exculpatory Provisions. Neither ~~any Agent~~ the Agents nor any of their ~~respective~~ officers, directors, employees, agents, attorneys-in-fact or ~~affiliates~~ Affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s 's own gross negligence or willful misconduct) or (ii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by ~~the Agents~~ any Agent under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or the Notes or any other Loan Document or for any failure of any Loan Party a party thereto to perform its obligations hereunder or thereunder. ~~The Agents~~ No Agent shall ~~not~~ be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party.

Appears in 3 contracts

Sources: Credit Agreement (Key Energy Group Inc), Credit Agreement (Key Energy Group Inc), Credit Agreement (Key Energy Group Inc)

Exculpatory Provisions. Neither any Agent nor any of their respective officers, directors, employees, agents, attorneys-in-fact or affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s own gross negligence or willful misconduct) or (ii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of any Loan Party a party thereto to perform its obligations hereunder or ~~thereunder~~thereunder or for the financial condition or business affairs of any Loan Party or any other Person liable for the payment of any Obligations. The Agents shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party, except that the Administrative Agent shall confirm the receipt of the items expressly required to be delivered to it pursuant to Section 5 of this Agreement.

Appears in 3 contracts

Sources: Credit Agreement (Engility Holdings, Inc.), Credit Agreement (Engility Holdings, Inc.), Credit Agreement (Engility Holdings, Inc.)

Exculpatory Provisions. Neither ~~any~~ the Administrative Agent nor any of ~~their~~ its respective officers, directors, employees, agents, attorneys-in-fact or affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s own gross negligence or willful misconduct) or (ii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the ~~Agents~~ Administrative Agent under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of any Loan Party a party thereto to perform its obligations hereunder or thereunder. The ~~Agents~~ Administrative Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party.

Appears in 3 contracts

Sources: Competitive Advance and Revolving Credit Agreement (Tegna Inc), Competitive Advance and Revolving Credit Agreement (Tegna Inc), Credit Agreement (Gannett Co., Inc.)

Exculpatory Provisions. Neither any Agent nor any of ~~their respective~~ its officers, directors, employees, agents, attorneys-in-fact or affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s 's own gross negligence or willful misconduct) or (ii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of any Loan Party a party thereto to perform its obligations hereunder or thereunder. The Agents shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party.

Appears in 3 contracts

Sources: Credit Agreement (Business Sound Inc), Credit Agreement (Avery Berkel Holdings LTD), Credit Agreement (Premier Parks Inc)

Exculpatory Provisions. Neither any Agent nor any of ~~their respective~~ its officers, directors, employees, agents, attorneys-in-fact or affiliates shall be (ia) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s own gross negligence or willful misconduct) or (iib) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of any Loan Party a party thereto to perform its obligations hereunder or thereunder. The Agents shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party.

Appears in 3 contracts

Sources: Second Lien Credit Agreement (Six Flags Entertainment Corp), First Lien Credit Agreement (Six Flags Entertainment Corp), Credit Agreement (Six Flags, Inc.)

Exculpatory Provisions. Neither any Agent nor any of ~~their~~ its respective officers, directors, employees, agents, attorneys-in-fact or affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s 's own gross negligence or willful misconduct) or (ii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any ~~Loan Party~~ of CFC, CHL or their subsidiaries or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of any ~~Loan Party a party thereto~~ of CFC, CHL or their subsidiaries to perform its obligations hereunder or thereunder. The Agents shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any ~~Loan Party~~of CFC, CHL or their subsidiaries.

Appears in 3 contracts

Sources: Credit Agreement (Countrywide Financial Corp), 364 Day Credit Agreement (Countrywide Financial Corp), 364 Day Credit Agreement (Countrywide Financial Corp)

Exculpatory Provisions. Neither ~~any~~ the Administrative Agent nor any of ~~their respective~~ its officers, directors, employees, agents, advisors, attorneys-in-fact or affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s own gross negligence or willful misconduct) or (ii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by ~~any~~ the Loan ~~Party~~ Parties or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the ~~Agents~~ Administrative Agent under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of the any Loan Party ~~a party thereto~~ to perform its obligations hereunder or thereunder. The ~~Agents~~ Administrative Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of ~~any~~ the Loan ~~Party~~Parties.

Appears in 3 contracts

Sources: Credit Agreement (Blue Owl Capital Inc.), Credit Agreement (Blue Owl Capital Inc.), Credit Agreement (Blue Owl Capital Inc.)

Exculpatory Provisions. Neither ~~any~~ the Administrative Agent nor any of ~~their respective~~ its trustees, officers, directors, employees, agents, attorneys-in-fact or ~~affiliates~~ Affiliates shall be (i) liable to any Lender (or any Lender's participants) for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or ~~any~~ the other Loan ~~Document~~ Documents (except ~~to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from~~ for its or such Person’s 's own gross negligence or willful misconduct) ), or (ii) responsible in any manner to any ~~of the Lenders~~ Lender (or any Lender's participants) for any recitals, statements, representations or warranties made by ~~any Loan Party~~ a Borrower or any officer thereof contained in this Agreement or ~~any~~ the other Loan ~~Document~~ Documents or in any certificate, report, statement or other document referred to or provided for in, or received by the ~~Agents~~ Administrative Agent under or in connection with, this Agreement or ~~any~~ the other Loan ~~Document~~ Documents or for the existence, value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or ~~any~~ the other Loan ~~Document~~ Documents or any Collateral or Lien or other interest therein or for any failure of any ~~Loan Party a party thereto~~ Borrower to perform its obligations hereunder or thereunder. The ~~Agents~~ Administrative Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this ~~Agreement or any other Loan Document~~Agreement, or to inspect the properties, books or records of any ~~Loan Party~~Borrower.

Appears in 3 contracts

Sources: Loan and Security Agreement (Winston Furniture Co of Alabama Inc), Loan and Security Agreement (Russell Corp), Loan and Security Agreement (Winsloew Furniture Inc)

Exculpatory Provisions. Neither ~~any~~ the Administrative Agent nor any of ~~their~~ its respective officers, directors, employees, agents, ~~attorneys-in-~~attorneys in fact or affiliates shall be (ia) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s own gross negligence or willful misconduct) or (iib) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the ~~Agents~~ Administrative Agent under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of any Loan Party a party thereto to perform its obligations hereunder or thereunder. The ~~Agents~~ Administrative Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party.

Appears in 3 contracts

Sources: Credit Agreement (Trean Insurance Group, Inc.), Credit Agreement (Trean Insurance Group, Inc.), Credit Agreement (Trean Insurance Group, Inc.)

Exculpatory Provisions. ~~Neither any~~ The Administrative Agent ~~nor any of their respective~~ and its officers, directors, employees, agents, attorneys-in-fact or affiliates shall not be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s own gross negligence or willful misconduct) or (ii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the ~~Agents~~ Administrative Agent under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of any Loan Party a party thereto to perform its obligations hereunder or thereunder. The ~~Agents~~ Administrative Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party.

Appears in 3 contracts

Sources: Mezzanine Credit Agreement (Booz Allen Hamilton Holding Corp), Mezzanine Credit Agreement (Booz Allen Hamilton Holding Corp), Mezzanine Credit Agreement (Booz Allen Hamilton Holding Corp)

Exculpatory Provisions. Neither ~~any~~ the Administrative Agent nor any of ~~their respective~~ its officers, directors, employees, agents, attorneys-in-fact or affiliates shall be (ia) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s own gross negligence or willful misconduct) or (iib) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the ~~Agents~~ Administrative Agent under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of any Loan Party a party thereto to perform its obligations hereunder or thereunder. The ~~Agents~~ Administrative Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party.

Appears in 3 contracts

Sources: Credit Agreement (Lin Tv Corp.), Credit Agreement (Lin Tv Corp.), Credit Agreement (Lin Television Corp)

Exculpatory Provisions. Neither any Agent nor any of their respective officers, directors, employees, agents, ~~attorneys-in-~~attorneys in fact or affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s own gross negligence or willful misconduct) or (ii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by ~~any Loan Party~~ the Borrower or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of ~~any Loan Party a party thereto~~ the Borrower to perform its obligations hereunder or thereunder. The Agents shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of ~~any Loan Party~~the Borrower.

Appears in 3 contracts

Sources: Credit Agreement (Comcast Corp), Credit Agreement (Pacific Gas & Electric Co), Credit Agreement (Pg&e Corp)

Exculpatory Provisions. Neither any Agent nor any of their respective officers, directors, employees, agents, attorneys-in-fact or affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s 's own gross negligence or willful misconduct) or (ii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of any Loan Party a party thereto to perform its obligations hereunder or thereunder. The Agents shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party.

Appears in 3 contracts

Sources: Credit Agreement (Rent a Center Inc De), Credit Agreement (Rent a Center Inc De), Credit Agreement (Rent a Center Inc De)

Exculpatory Provisions. Neither any Agent nor any of ~~their respective~~ its officers, directors, employees, agents, attorneys-in-fact or affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s 's own gross negligence or willful misconduct) or (ii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by ~~any Loan Party~~ the Borrower or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the ~~Agents~~ Administrative Agent under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of ~~any Loan Party a party thereto~~ the Borrower to perform its obligations hereunder or thereunder. The ~~Agents~~ Administrative Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of ~~any Loan Party~~the Borrower.

Appears in 3 contracts

Sources: Credit Agreement (Nevada Power Co), Credit Agreement (Nevada Power Co), Credit Agreement (Nevada Power Co)

Exculpatory Provisions. Neither ~~any~~ the Administrative Agent nor any of ~~their respective~~ its officers, directors, employees, agents, attorneys-in-fact or affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other ~~Loan~~ Credit Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s 's own gross negligence or willful misconduct) or (ii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any ~~Loan~~ Credit Party or any officer thereof contained in this Agreement or any other ~~Loan~~ Credit Document or in any certificate, report, statement or other document referred to or provided for in, or received by the ~~Agents~~ Administrative Agent under or in connection with, this Agreement or any other ~~Loan~~ Credit Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other ~~Loan~~ Credit Document or for any failure of any ~~Loan~~ Credit Party a party thereto to perform its obligations hereunder or thereunder. The ~~Agents~~ Administrative Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other ~~Loan~~ Credit Document, or to inspect the properties, books or records of any ~~Loan~~ Credit Party.

Appears in 3 contracts

Sources: Credit Agreement (Cogentrix Energy Inc), Credit Agreement (Cogentrix Energy Inc), Credit Agreement (Hilfiger Tommy Corp)

Exculpatory Provisions. Neither any Agent nor any of ~~their respective~~ its officers, directors, employees, agents, attorneys-in-~~fact~~ fact, Affiliates or ~~affiliates~~ Subsidiaries shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with ~~this Agreement or any other Loan Document~~ the Credit Documents (except ~~to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from~~ for its or such Person’s own gross negligence or willful ~~misconduct)~~ misconduct to the extent determined by a final, nonappealable judgment of a court of competent jurisdiction), or (ii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any ~~Loan~~ Credit Party or any officer thereof contained in ~~this Agreement or any other Loan Document~~ the Credit Documents or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents under or in connection with, ~~this Agreement or any other Loan Document~~ the Credit Documents or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of ~~this Agreement~~ the Credit Documents (including, for the avoidance of doubt, in connection with the Administrative Agent’s reliance on any Electronic Signature transmitted by facsimile, emailed .pdf or any other ~~Loan Document~~ electronic means that reproduces an image of an actual executed signature page) or for any failure of any ~~Loan~~ Credit Party ~~a party thereto~~ to perform its obligations ~~hereunder or~~ thereunder. ~~The~~ None of the Agents shall ~~not~~ be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, ~~this Agreement or~~ any ~~other Loan~~ Credit Document, or to inspect the properties, books or records of any ~~Loan~~ Credit Party.

Appears in 3 contracts

Sources: Credit Agreement (KLX Energy Services Holdings, Inc.), Credit Agreement (KLX Energy Services Holdings, Inc.), Credit Agreement (KLX Energy Services Holdings, Inc.)

Exculpatory Provisions. Neither any Agent nor any of ~~their respective~~ its officers, directors, employees, agents, attorneys-in-fact or affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and ~~nonappealable~~ non-appealable decision of a court of competent jurisdiction to have resulted from its or such Person’s own gross negligence or willful misconduct) or (ii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of any Loan Party ~~a party thereto~~ to perform its obligations hereunder or thereunder. The Agents shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party.

Appears in 3 contracts

Sources: Credit Agreement (Delek US Holdings, Inc.), Credit Agreement (Delek US Holdings, Inc.), Credit Agreement (Delek US Holdings, Inc.)

Exculpatory Provisions. Neither ~~any~~ the Agent nor any of ~~their respective~~ its trustees, officers, directors, employees, agents, attorneys-in-fact or ~~affiliates~~ Affiliates shall be (i) liable to any Lender (or any Lender's participants) for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or ~~any~~ the other Loan ~~Document~~ Documents (except ~~to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from~~ for its or such Person’s 's own gross negligence or willful misconduct) ), or (ii) responsible in any manner to any ~~of the Lenders~~ Lender (or any Lender's participants) for any recitals, statements, representations or warranties made by ~~any Loan Party~~ the Borrower or any officer thereof contained in this Agreement or ~~any~~ the other Loan ~~Document~~ Documents or in any certificate, report, statement or other document referred to or provided for in, or received by the ~~Agents~~ Agent under or in connection with, this Agreement or ~~any~~ the other Loan ~~Document~~ Documents or for the existence, value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or ~~any~~ the other Loan ~~Document~~ Documents or any Collateral or Lien or other interest therein or for any failure of ~~any Loan Party a party thereto~~ the Borrower to perform its obligations hereunder or thereunder. The ~~Agents~~ Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this ~~Agreement or any other Loan Document~~Agreement, or to inspect the properties, books or records of ~~any Loan Party~~the Borrower.

Appears in 3 contracts

Sources: Loan and Security Agreement (Texfi Industries Inc), Loan and Security Agreement (Synthetic Industries Inc), Loan and Security Agreement (Texfi Industries Inc)

Exculpatory Provisions. Neither ~~any~~ the Administrative Agent nor any of ~~their respective~~ its officers, directors, employees, agents, attorneys-in-fact or affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s own bad faith, gross negligence or willful misconduct) or (ii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the ~~Agents~~ Administrative Agent under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of any Loan Party a party thereto to perform its obligations hereunder or thereunder. The ~~Agents~~ Administrative Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party.

Appears in 2 contracts

Sources: Credit Agreement (Yankee Finance, Inc.), Credit Agreement (Yankee Holding Corp.)

Exculpatory Provisions. Neither ~~any~~ the Administrative Agent nor any of ~~their respective~~ its officers, directors, employees, agents, advisors, attorneys-in-fact or ~~affiliates~~ Affiliates shall be (ia) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s own gross negligence or willful misconduct) or (iib) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by ~~any Loan Party~~ DW Animation or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the ~~Agents~~ Administrative Agent under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of ~~any Loan Party a party thereto~~ DW Animation to perform its obligations hereunder or thereunder. The ~~Agents~~ Administrative Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of ~~any Loan Party~~DW Animation.

Appears in 2 contracts

Sources: Credit Agreement (DreamWorks Animation SKG, Inc.), Credit Agreement (DreamWorks Animation SKG, Inc.)

Exculpatory Provisions. Neither any Agent nor any of their respective officers, directors, employees, agents, ~~attorneys-in-fact~~ attorneys‑in‑fact or ~~affiliates~~ Affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s own gross negligence or willful misconduct) or (ii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of any Loan Party a party thereto to perform its obligations hereunder or thereunder. The Agents shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party.

Appears in 2 contracts

Sources: Credit Agreement (Investment Technology Group, Inc.), Credit Agreement (Investment Technology Group, Inc.)

Exculpatory Provisions. Neither any Agent nor any of ~~their respective~~ its officers, directors, employees, agents, attorneys-in-fact or ~~affiliates~~ Affiliates (each an “Agent-Related Person”) shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except ~~to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from~~ for its or such Person’s own gross negligence or willful misconduct) or (ii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the ~~Agents~~ Administrative Agent under or in connection with, this Agreement or any other Loan Document (including in any audit prepared by the Administrative Agent’s internal auditor pursuant to Section 6.1(l)) or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of any Loan Party ~~a party thereto~~ to perform its obligations hereunder or thereunder. The Agents shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party.

Appears in 2 contracts

Sources: Credit Agreement (Buckeye Partners, L.P.), Credit Agreement (Buckeye Partners L P)

Exculpatory Provisions. Neither any Agent nor any of their respective officers, directors, employees, agents, ~~attorneys-in-~~attorneys in fact or affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s own gross negligence or willful misconduct) or (ii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by ~~any Loan Party~~ the Borrower or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of ~~any Loan Party a party thereto~~ the Borrower to perform its obligations hereunder or thereunder. The Agents shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement (other than (in the case of the Administrative Agent only) to confirm receipt of the deliverables required pursuant to Section 4.1) or any other Loan Document, or to inspect the properties, books or records of ~~any Loan Party~~the Borrower.

Appears in 2 contracts

Sources: Credit Agreement (Pacific Gas & Electric Co), Credit Agreement (Pg&e Corp)

Exculpatory Provisions. Neither any Agent nor any of their respective officers, directors, employees, agents, attorneys-in-fact or affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing ~~are~~ is found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s 's own gross negligence or willful misconduct) or (ii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by ~~any Loan Party~~ the Borrower or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of ~~any Loan Party a party thereto~~ the Borrower to perform its obligations hereunder or thereunder. The Agents shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of ~~any Loan Party~~the Borrower.

Appears in 2 contracts

Sources: Revolving Credit Agreement (Homeside Lending Inc), Revolving Credit Agreement (Homeside Lending Inc)

Appears in 2 contracts

Sources: Credit Agreement (Chesapeake Energy Corp), Credit Agreement (Chesapeake Energy Corp)

Exculpatory Provisions. Neither any Agent nor any of their respective officers, directors, employees, agents, attorneys-in-fact or affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s own gross ~~negligence~~ negligence, bad faith or willful misconduct) or (ii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of any Loan Party a party thereto to perform its obligations hereunder or thereunder. The Agents shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party.

Appears in 2 contracts

Sources: Credit Agreement (Innophos, Inc.), Credit Agreement (Innophos Investment Holdings, Inc.)

Exculpatory Provisions. Neither ~~any~~ Agent nor any of ~~their respective~~ its directors, officers, ~~directors, employees, agents, attorneys-in-fact~~ agents or ~~affiliates~~ employees shall be (ia) liable for any action lawfully taken or omitted to be taken by it or ~~such Person~~ them under or in connection with this Agreement ~~or any other Loan Document~~ (except ~~to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its~~ for its, their or such Person’s 's own gross negligence or willful ~~misconduct)~~ misconduct or, in the case of Agent, the breach of its obligations expressly set forth in this Agreement, unless such action was taken or omitted to be taken by Agent at the direction of the Required Purchasers), or (iib) responsible in any manner to any of ~~the Lenders~~ Purchasers for any recitals, statements, representations or warranties made by ~~any~~ the Loan ~~Party or any officer thereof~~ Parties contained in this Agreement ~~or any other Loan Document~~ or in any certificate, report, statement or other document referred to or provided for in, or received ~~by the Agents~~ under or in connection with, this Agreement ~~or any other Loan Document or~~ for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other ~~Loan Document~~ document furnished in connection herewith, or for any failure of any of the Loan ~~Party a party thereto~~ Parties to perform ~~its~~ their respective obligations ~~hereunder~~ hereunder, or ~~thereunder~~for the satisfaction of any condition specified in Article 4. ~~The Agents~~ Agent shall not be under any obligation to any ~~Lender~~ Purchaser to ascertain or to inquire as to the observance or performance of any of the agreements or covenants contained in, or conditions of, this ~~Agreement or any other Loan Document~~Agreement, or to inspect the properties, books or records of any of the Loan ~~Party~~Parties.

Appears in 2 contracts

Sources: Note Purchase Agreement (Numatics Inc), Note and Equity Purchase Agreement (Corrpro Companies Inc /Oh/)

Exculpatory Provisions. Neither ~~any~~ the Administrative Agent nor any of ~~their respective~~ its officers, directors, employees, agents, attorneys-in-fact or affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other ~~Loan~~ Credit Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s own gross negligence or willful misconduct) or (ii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any ~~Loan~~ Credit Party or any officer thereof contained in this Agreement or any other ~~Loan~~ Credit Document or in any certificate, report, statement or other document referred to or provided for in, or received by the ~~Agents~~ Administrative Agent under or in connection with, this Agreement or any other ~~Loan~~ Credit Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other ~~Loan~~ Credit Document or for any failure of any ~~Loan~~ Credit Party a party thereto to perform its obligations hereunder or thereunder. The ~~Agents~~ Administrative Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other ~~Loan~~ Credit Document, or to inspect the properties, books or records of any ~~Loan~~ Credit Party.

Appears in 2 contracts

Sources: Letter of Credit and Security Agreement (Agl Resources Inc), Letter of Credit and Security Agreement (Agl Resources Inc)

Exculpatory Provisions. Neither any Agent nor any of their respective officers, directors, employees, agents, ~~attorneys-in-~~advisors, attorneys in fact or affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such ~~Person~~ person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such ~~Person~~person’s own gross negligence or willful misconduct) or (ii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by ~~any Loan Party~~ the Borrower or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of ~~any Loan Party a party thereto~~ the Borrower to perform its obligations hereunder or thereunder. The Agents shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of ~~any Loan Party~~the Borrower.

Appears in 2 contracts

Sources: Competitive Advance and Revolving Credit Agreement (Raytheon Co/), Five Year Competitive Advance and Revolving Credit Agreement (Raytheon Co/)

Exculpatory Provisions. Neither any Agent nor any of their respective officers, directors, employees, agents, attorneys-in-fact or affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan ~~Document~~ Paper (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s own gross negligence or willful misconduct) or (ii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any ~~Loan Party~~ Company or any officer thereof contained in this Agreement or any other Loan ~~Document~~ Paper or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents under or in connection with, this Agreement or any other Loan ~~Document~~ Paper or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan ~~Document~~ Paper or for any failure of any ~~Loan Party~~ Company a party thereto to perform its obligations hereunder or thereunder. The Agents shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan ~~Document~~Paper, or to inspect the properties, books or records of any ~~Loan Party~~Company.

Appears in 2 contracts

Sources: Five Year Revolving Credit Agreement (Centurytel Inc), Five Year Revolving Credit Agreement (Centurytel Inc)

Exculpatory Provisions. Neither any Agent nor any of their respective officers, directors, employees, agents, attorneys-in-fact or affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s 's own gross negligence or willful misconduct) or (ii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of any Loan Party a party hereto or thereto to perform its obligations hereunder or thereunder. The Agents shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party.

Appears in 2 contracts

Sources: Credit Agreement (Alliance Laundry Corp), Credit Agreement (Alliance Laundry Corp)

Exculpatory Provisions. Neither any Arranger, any Agent nor any of ~~their respective~~ its officers, directors, employees, agents, attorneys-in-fact or affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a ~~final and nonappealable decision of a~~ court of competent jurisdiction to have resulted directly from its or such Person’s own gross negligence or willful misconduct) or (ii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Arrangers, the Agents under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of any Loan Party ~~a party thereto~~ to perform its obligations hereunder or thereunder. The Agents shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party.

Appears in 2 contracts

Sources: Credit Agreement (Waste Services, Inc.), Credit Agreement (Waste Services, Inc.)

Exculpatory Provisions. Neither the Arrangers, any Agent nor any of ~~their respective~~ its officers, directors, employees, agents, attorneys-in-fact or affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s own gross negligence or willful misconduct) or (ii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Arrangers or the Agents under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of any Loan Party ~~a party thereto~~ to perform its obligations hereunder or thereunder. The Agents shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party.

Appears in 2 contracts

Sources: Second Lien Credit Agreement (Edgen Murray LTD), First Lien Credit Agreement (Edgen Murray LTD)

Exculpatory Provisions. Neither any Agent nor any of their ---------------------------- respective officers, directors, employees, agents, attorneys-in-fact or affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s 's own gross negligence or willful misconduct) or (ii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of any Loan Party a party thereto to perform its obligations hereunder or thereunder. The Agents shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party.

Appears in 2 contracts

Sources: Credit Agreement (Time Warner Telecom Inc), Credit and Guarantee Agreement (Exide Corp)

Exculpatory Provisions. Neither ~~any~~ the Administrative Agent nor any of ~~their~~ its respective officers, directors, employees, agents, attorneys-in-fact or affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s own gross negligence or willful misconduct) or (ii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by ~~any Loan Party~~ the Borrower or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the ~~Agents~~ Administrative Agent under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of ~~any Loan Party a party thereto~~ the Borrower to perform its obligations hereunder or thereunder. The ~~Agents~~ Administrative Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of ~~any Loan Party~~the Borrower.

Appears in 2 contracts

Sources: Credit Agreement (R H Donnelley Corp), Credit Agreement (Price T Rowe Group Inc)

Exculpatory Provisions. Neither any Agent nor any of ~~their~~ its respective officers, directors, employees, agents, attorneys-in-fact or affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s 's own gross negligence or willful misconduct) or (ii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of any Loan Party a party thereto to perform its obligations hereunder or thereunder. The Agents shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party.

Appears in 2 contracts

Sources: Credit Agreement (M & F Worldwide Corp), Credit Agreement (Allied Security Holdings LLC)

Exculpatory Provisions. Neither ~~any~~ the Agent nor any of ~~their respective~~ its trustees, officers, directors, employees, agents, attorneys-in-fact or ~~affiliates~~ Affiliates shall be (i) liable to any Lender (or any Lender's participants) for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or ~~any~~ the other Loan ~~Document~~ Documents (except ~~to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from~~ for its or such Person’s 's own gross negligence or willful misconduct) ), or (ii) responsible in any manner to any ~~of the Lenders~~ Lender (or any Lender's participants) for any recitals, statements, representations or warranties made by ~~any Loan Party~~ the Borrower or any officer thereof contained in this Agreement or ~~any~~ the other Loan ~~Document~~ Documents or in any certificate, report, statement or other document referred to or provided for in, or received by the ~~Agents~~ Agent under or in connection with, this Agreement or ~~any~~ the other Loan ~~Document~~ Documents or for the existence, value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or ~~any~~ the other Loan ~~Document~~ Documents or any Collateral or 104 Lien or other interest therein or for any failure of ~~any Loan Party a party thereto~~ the Borrower to perform its obligations hereunder or thereunder. The ~~Agents~~ Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this ~~Agreement or any other Loan Document~~Agreement, or to inspect the properties, books or records of ~~any Loan Party~~the Borrower.

Appears in 2 contracts

Sources: Loan and Security Agreement (Burke Industries Inc /Ca/), Loan and Security Agreement (Burke Industries Inc /Ca/)

Exculpatory Provisions. Neither any Agent nor any of their respective officers, directors, employees, agents, attorneys-in-fact or affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s 's own gross negligence or willful misconduct) or (ii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by ~~any Loan Party~~ the Borrower or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of ~~any Loan Party a party thereto~~ the Borrower to perform its obligations hereunder or thereunder. The Agents shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of ~~any Loan Party~~the Borrower.

Appears in 2 contracts

Sources: Credit Agreement (Pg&e Corp), Credit Agreement (ITC Holdings Corp.)

Exculpatory Provisions. Neither any Agent nor any of ~~their respective~~ its officers, directors, employees, agents, attorneys-in-~~fact~~ fact, Affiliates or ~~affiliates~~ Subsidiaries shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with ~~this Agreement or any other Loan Document~~ the Credit Documents (except for its or such Person's own gross negligence or willful misconduct to the extent ~~that any of the foregoing are found~~ determined by a ~~final and~~ final, nonappealable ~~decision~~ judgment of a court of competent ~~jurisdiction to have resulted from its or such Person’s own gross negligence or willful misconduct)~~ jurisdiction), or (ii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any ~~Loan~~ Credit Party or any officer thereof contained in ~~this Agreement or any other Loan Document~~ the Credit Documents or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents under or in connection with, ~~this Agreement or any other Loan Document~~ the Credit Documents or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of ~~this Agreement or any other Loan Document~~ the Credit Documents or for any failure of any ~~Loan~~ Credit Party ~~a party thereto~~ to perform its obligations ~~hereunder or~~ thereunder. ~~The~~ None of the Agents shall ~~not~~ be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, ~~this Agreement or~~ any ~~other Loan~~ Credit Document, or to inspect the properties, books or records of any ~~Loan~~ Credit Party.

Appears in 2 contracts

Sources: Credit Agreement (Be Aerospace Inc), Credit Agreement (Be Aerospace Inc)

Exculpatory Provisions. Neither any Agent or its Affiliates nor any of their respective officers, directors, employees, agents, attorneys-in-fact or affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such ~~Person~~person’s own gross negligence or willful misconduct) or (ii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of any Loan Party a party thereto to perform its obligations hereunder or thereunder. The Agents shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party.

Appears in 2 contracts

Sources: Credit Agreement (Hexion Specialty Chemicals, Inc.), Credit Agreement (Hexion Specialty Chemicals, Inc.)

Exculpatory Provisions. Neither any Agent nor any of their respective officers, directors, employees, agents, attorneys-in-fact or affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing ~~are~~ 1are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s own gross negligence or willful misconduct) or (ii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of any Loan Party a party thereto to perform its obligations hereunder or thereunder. The Agents shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party.

Appears in 2 contracts

Sources: Credit Agreement (Church & Dwight Co Inc /De/), Credit Agreement (Church & Dwight Co Inc /De/)

Exculpatory Provisions. Neither any Agent nor any of their respective officers, directors, employees, agents, attorneys-in-fact or affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s own gross negligence or willful misconduct) or (ii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any ~~Loan Party~~ Borrower or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of any ~~Loan Party~~ Borrower a party thereto to perform its obligations hereunder or thereunder. The Agents shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any ~~Loan Party~~Borrower.

Appears in 2 contracts

Sources: Credit Agreement (Roper Industries Inc), Credit Agreement (Roper Industries Inc)

Exculpatory Provisions. Neither ~~any~~ the Administrative Agent nor any of ~~their respective officers,~~ its directors, ~~employees~~officers, agents, ~~attorneys-in-fact~~ or ~~affiliates~~ employees shall be (i) liable for any action lawfully taken or omitted to be taken by it or ~~such Person~~ them under or in connection with this Agreement ~~or any other Loan Document~~ (except ~~to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its~~ for its, their or such Person’s own gross negligence or willful ~~misconduct~~misconduct or, in the case of the Administrative Agent, the breach of its obligations expressly set forth in this Agreement) or (ii) responsible in any manner to any of the ~~Lenders~~ Secured Parties for any recitals, statements, ~~representations~~ representations, or warranties made by ~~any Loan Party~~ the Borrower, the Servicer, the Backup Servicer, the Limited Guarantor, or ~~any officer thereof~~ the Collateral Custodian contained in this Agreement ~~or any other Loan Document~~ or in any certificate, report, ~~statement~~ statement, or other document referred to or provided for in, or received ~~by the Agents~~ under or in connection with, this Agreement or any other ~~Loan~~ Basic Document or to which it is a party for the value, validity, effectiveness, genuineness, ~~enforceability~~ enforceability, or sufficiency of this Agreement or any other ~~Loan Document~~ document furnished in connection herewith, or for any failure of ~~any Loan Party a party thereto~~ the Borrower to perform its obligations ~~hereunder~~ hereunder, or ~~thereunder~~for the satisfaction of any condition specified in Article Four. The ~~Agents~~ Administrative Agent shall not be under any obligation to any ~~Lender~~ Secured Party to ascertain or to inquire as to the observance or performance of any of the agreements or covenants contained in, or conditions of, this ~~Agreement or any other Loan Document~~Agreement, or to inspect the properties, ~~books~~ books, or records of ~~any Loan Party~~the Borrower.

Appears in 2 contracts

Sources: Loan Agreement (Lendbuzz Inc.), Loan Agreement (Lendbuzz Inc.)

Common use of Exculpatory Provisions Clause in Contracts