Common use of Liability of Agents Clause in Contracts

Liability of Agents. Neither the Administrative Agent nor any of its affiliates nor any of their respective directors, officers, agents or employees shall be liable for any action taken or not taken by it in connection herewith (i) with the consent or at the request of the Required Lenders or (ii) in the absence of its own gross negligence or willful misconduct. Neither the Administrative Agent nor any of its affiliates nor any of their respective directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (i) any statement, warranty or representation made in connection with this Agreement or any borrowing hereunder; (ii) the performance or observance of any of the covenants or agreements of any Obligor; (iii) the satisfaction of any condition specified in Article 3, except receipt of items required to be delivered to the Administrative Agent; or (iv) the validity, effectiveness or genuineness of this Agreement, the Notes or any other instrument or writing furnished in connection herewith. The Administrative Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement, or other writing (which may be a bank wire, telex, facsimile transmission or similar writing) believed by it to be genuine or to be signed by the proper party or parties.

Appears in 4 contracts

Samples: Credit Agreement (Estee Lauder Companies Inc), Credit Agreement (Estee Lauder Companies Inc), Credit Agreement (Estee Lauder Companies Inc)

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Liability of Agents. Neither the Administrative No Agent nor any of its affiliates nor any of their respective directors, officers, agents agents, or employees shall be liable for any action taken or not taken by it in connection herewith (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as required by the terms of this Agreement) or (ii) in the absence of its own gross negligence or willful misconduct. Neither the Administrative No Agent nor any of its affiliates nor any of their respective directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (i) any statement, warranty or representation made by any Person in connection with this Agreement or any borrowing hereunder; (ii) the performance or observance of any of the covenants or agreements of any Obligorthe Company; (iii) the satisfaction of any condition specified in Article 3, except receipt of items required to be delivered to the Administrative such Agent; or (iv) the validity, effectiveness (except for its own due execution and delivery) or genuineness of this Agreement, the Notes or any other instrument or writing furnished in connection herewith. The Administrative No Agent shall not incur any liability by acting in reasonable reliance upon any notice, consent, certificate, statement, or other writing (which may be a bank wire, telex, facsimile transmission or similar writing) believed by it to be genuine or to be signed by the proper party or parties.

Appears in 4 contracts

Samples: Credit Agreement (Lockheed Martin Corp), Credit Agreement (Lockheed Martin Corp), Assignment and Assumption (Lockheed Martin Corp)

Liability of Agents. Neither the Administrative Agent nor any of its affiliates nor any of their respective directors, officers, agents agents, or employees shall be liable for any action taken or not taken by it in connection herewith (ia) with the consent or at the request of the Required Lenders (or all Lenders, as may be required hereunder) or (iib) in the absence of its own gross negligence or willful misconduct. Neither the Administrative Agent nor any of its affiliates nor any of their respective directors, officers, agents agents, or employees shall be responsible for or have any duty to ascertain, inquire into into, or verify (i) any statement, warranty warranty, or representation made by any other Person in connection with this Agreement or any borrowing Borrowing hereunder; (ii) the performance or observance of any of the covenants covenant or agreements agreement of any ObligorBorrower; (iii) the satisfaction of any condition specified in Article 3ARTICLE III, except EXCEPT receipt of items required to be delivered to the Administrative Agentit; or (iv) the validity, effectiveness enforceability, effectiveness, or genuineness of this Agreement (EXCEPT as to its own execution of this Agreement), the Notes Notes, the other Loan Documents, or any other instrument or writing furnished in connection herewithherewith or therewith. The Administrative No Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement, or other writing (which may be a bank wire, telex, facsimile transmission or similar writing) reasonably believed by it to be genuine or to be signed by the proper party or parties.

Appears in 4 contracts

Samples: Credit Agreement (Usaa Investment Trust), Credit Agreement (Usaa Mutual Fund Inc), Credit Agreement (Usaa State Tax Free Trust)

Liability of Agents. Neither the Administrative No Agent nor any of its affiliates nor any of their respective directors, officers, agents agents, or employees shall be liable for any action taken or not taken by it in connection herewith (i) with the consent or at the request of the Required Lenders Banks (or such other number or percentage of the Banks as required by the terms of this Agreement) or (ii) in the absence of its own gross negligence or willful misconduct. Neither the Administrative No Agent nor any of its affiliates nor any of their respective directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (i) any statement, warranty or representation made by any Person in connection with this Agreement or any borrowing hereunder; (ii) the performance or observance of any of the covenants or agreements of any Obligorthe Company; (iii) the satisfaction of any condition specified in Article 3, except receipt of items required to be delivered to the Administrative such Agent; or (iv) the validity, effectiveness (except for its own due execution and delivery) or genuineness of this Agreement, the Notes or any other instrument or writing furnished in connection herewith. The Administrative No Agent shall not incur any liability by acting in reasonable reliance upon any notice, consent, certificate, statement, or other writing (which may be a bank wire, telex, facsimile transmission or similar writing) believed by it to be genuine or to be signed by the proper party or parties.

Appears in 2 contracts

Samples: Credit Agreement (Lockheed Martin Corp), Credit Agreement (Lockheed Martin Corp)

Liability of Agents. Neither None of the Administrative Agent Agents nor any of its their respective affiliates nor or any of their respective directors, officers, agents or employees shall be liable to any Bank for any action taken or not taken by it in connection herewith (i) with the consent or at the request of the Required Lenders Banks or (ii) in the absence of its own gross negligence or willful misconduct. Neither None of the Administrative Agent Agents nor any of its their respective affiliates nor or any of their respective directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (i) any statement, warranty or representation made in connection with this Agreement any Loan Document or any borrowing hereunder; (ii) the performance or observance of any of the covenants or agreements of any Obligorthe Borrower; (iii) the satisfaction of any condition specified in Article 3, except receipt of items required to be delivered to the Administrative such Agent; or (iv) the validity, effectiveness or genuineness of this Agreementany Loan Document, the Notes or any other instrument or writing furnished in connection herewith. The Administrative No Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement, or other writing (which may be a bank wire, telex, facsimile transmission or similar writing) believed by it to be genuine or to be signed by the proper party or parties.

Appears in 2 contracts

Samples: Credit Agreement (Ck Witco Corp), Credit Agreement (Ck Witco Corp)

Liability of Agents. Neither the Administrative No Agent nor any of its affiliates nor any of their respective affiliates nor any of the directors, officers, agents or employees of any of the foregoing shall be liable for any action taken or not taken by it in connection herewith (i) with the consent or at the request of the Required Lenders Banks or (ii) in the absence of its own gross negligence or willful misconduct. Neither the Administrative No Agent nor any of its affiliates nor any of their respective affiliates nor any of the directors, officers, agents or employees of any of the foregoing shall be responsible for or have any duty to ascertain, inquire into or verify (i) any statement, warranty or representation made in connection with this Agreement or any borrowing hereunder; (ii) the performance or observance of any of the covenants or agreements of any Obligorthe Borrower; (iii) the satisfaction of any condition specified in Article 3, except receipt of items required to be delivered to the Administrative such Agent; or (iv) the validity, effectiveness (other than its own due execution and delivery) or genuineness of this Agreement, the Notes or any other instrument or writing furnished in connection herewith. The Administrative No Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement, or other writing (which may be a bank wire, telex, facsimile transmission or similar writing) believed by it to be genuine or to be signed by the proper party or parties.

Appears in 2 contracts

Samples: Credit Agreement (Harcourt General Inc), Credit Agreement (Harcourt General Inc)

Liability of Agents. Neither the Administrative No Agent nor any of its affiliates nor any of their respective directors, officers, agents agents, or employees shall be liable for any action taken or not taken by it in connection herewith (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as required by the terms of this Agreement) or (ii) in the absence of its own gross negligence or willful misconduct. Neither the Administrative No Agent nor any of its affiliates nor any of their respective directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (i) any statement, warranty or representation made by any Person in connection with this Agreement or any borrowing hereunder; (ii) the performance or observance of any of the covenants or agreements of any Obligorthe Company; (iii) the satisfaction of any condition specified in Article ‎Article 3, except receipt of items required to be delivered to the Administrative such Agent; or (iv) the validity, effectiveness (except for its own due execution and delivery) or genuineness of this Agreement, the Notes or any other instrument or writing furnished in connection herewith. The Administrative No Agent shall not incur any liability by acting in reasonable reliance upon any notice, consent, certificate, statement, or other writing (which may be a bank wire, telex, facsimile transmission or similar writing) believed by it to be genuine or to be signed by the proper party or parties.

Appears in 1 contract

Samples: Assignment and Assumption (Lockheed Martin Corp)

Liability of Agents. Neither the Administrative No Agent nor or any of its affiliates nor or any of their respective directors, officers, agents or employees shall be liable for any action taken or not taken by it in connection herewith (i) with the consent or at the request of the Required Lenders Banks or (ii) in the absence of its own gross negligence or willful misconduct. Neither the Administrative No Agent nor or any of its affiliates nor or any of their respective directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (i) any statement, warranty or representation made in connection with this Agreement or any borrowing the Borrowing hereunder; (ii) the performance or observance of any of the covenants or agreements of any Obligorthe Borrower; (iii) the satisfaction of any condition specified in Article 3, except receipt of items required to be delivered to the Administrative Documentation Agent; or (iv) the validity, effectiveness or genuineness of this Agreement, the Notes or any other instrument or writing furnished in connection herewith. The Administrative No Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement, or other writing (which may be a bank wire, telex, facsimile transmission or similar writing) believed by it to be genuine or to be signed by the proper party or parties.

Appears in 1 contract

Samples: Term Credit Agreement (American Mobile Satellite Corp)

Liability of Agents. Neither the Administrative (a) No Agent nor any of its affiliates nor any of their respective directors, officers, agents agents, or employees shall be liable for any action taken or not taken by it in connection herewith (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as required by the terms of this Agreement) or (ii) in the absence of its own gross negligence or willful misconduct. Neither the Administrative No Agent nor any of its affiliates nor any of their respective directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (i) any statement, warranty or representation made by any Person in connection with this Agreement or any borrowing hereunder; (ii) the performance or observance of any of the covenants or agreements of any Obligorthe Company; (iii) the satisfaction of any condition specified in Article 3, except receipt of items required to be delivered to the Administrative such Agent; or (iv) the validity, effectiveness (except for its own due execution and delivery) or genuineness of this Agreement, the Notes or any other instrument or writing furnished in connection herewith. The Administrative No Agent shall not incur any liability by acting in reasonable reliance upon any notice, consent, certificate, statement, or other writing (which may be a bank wire, telex, facsimile transmission or similar writing) believed by it to be genuine or to be signed by the proper party or parties.

Appears in 1 contract

Samples: Assignment and Assumption (Lockheed Martin Corp)

Liability of Agents. Neither the Administrative any Agent nor any of its affiliates nor any of their respective directors, officers, agents or employees shall be liable for any action taken or not taken by it in connection herewith (i) with the consent or at the request of the Required Lenders Banks or (ii) in the absence of its own gross negligence or willful misconduct. Neither the Administrative any Agent nor any of its affiliates nor any of their respective directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (i) any statement, warranty or representation made in connection with this Agreement or any borrowing hereunder; (ii) the performance or observance of any of the covenants or agreements of any Obligorthe Borrower; (iii) the satisfaction of any condition specified in Article 3, except receipt of items required to be delivered to the Administrative Agent; or (iv) the validity, effectiveness or genuineness of this Agreement, the Notes or any other instrument or writing furnished in connection herewith. The Administrative No Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement, or other writing (which may be a bank wire, telex, facsimile transmission or similar writing) believed by it to be genuine or to be signed by the proper party or parties.

Appears in 1 contract

Samples: Credit Agreement (Dean Foods Co)

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Liability of Agents. Neither None of the Administrative Agent Agents nor any of its affiliates their Affiliates nor any of their respective directors, officers, agents or employees shall be liable for any action taken or not taken by it in connection herewith with any Loan Document (i) with the consent or at the request of the Required Lenders or (ii) in the absence of its own gross negligence or willful misconduct. Neither None of the Administrative Agent Agents nor any of its affiliates their Affiliates nor any of their respective directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (i) any statement, warranty or representation made in connection with this Agreement any Loan Document or any borrowing hereunder; (ii) the performance or observance of any of the covenants or agreements of any Obligorthe Borrower; (iii) the satisfaction of any condition specified in Article 3, except receipt of items required to be delivered to the Administrative AgentAgents; or (iv) the validity, effectiveness or genuineness of this Agreement, the Notes any Loan Document or any other instrument or writing furnished in connection herewiththerewith. None of the Agents, their Affiliates and their respective directors, officers, agents and employees shall be under any obligation to any Lender or participant to inspect the properties, books or records of any Qwest Entity. The Administrative Agent Agents shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement, or other writing (which may be a bank Lender wire, telex, facsimile transmission telex or similar writing) believed by it to be genuine or to be signed by the proper party or parties.

Appears in 1 contract

Samples: Term Loan Agreement (Qwest Communications International Inc)

Liability of Agents. Neither of the Administrative Agent Agents nor any of its their affiliates nor any of their respective directors, officers, agents or employees shall be liable for any action taken or not taken by it in connection herewith (i) with the consent or at the request of the Required Lenders or (ii) in the absence of its own gross negligence or willful misconduct. Neither the Administrative Agent nor any of its their affiliates nor any of their respective directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (i) any statement, warranty or representation made in connection with this Agreement the Loan Documents or any borrowing hereunder; (ii) the performance or observance of any of the covenants or agreements of any Obligor; (iii) the satisfaction of any condition specified in Article 3, except receipt of items required to be delivered to the Documentation Agent or the Administrative Agent; or (iv) the validity, effectiveness or genuineness of this Agreement, the Notes Loan Documents or any other instrument or writing furnished in connection herewith. The Administrative No Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement, or other writing (which may be a bank wire, telex, facsimile transmission or similar writing) believed by it to be genuine or to be signed by the proper party or parties. SECTION 7.06.

Appears in 1 contract

Samples: Credit Agreement (Exide Electronics Group Inc)

Liability of Agents. Neither None of the Administrative Agent Agents nor any of its their respective affiliates nor or any of their respective directors, officers, agents or employees shall be liable to any Bank for any action taken or not taken by it in connection herewith (i) with the consent or at the request of the Required Lenders Banks or (ii) in the absence of its own gross negligence or willful misconduct. Neither None of the Administrative Agent Agents nor any of its their respective affiliates nor or any of their respective directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (i) any statement, warranty or representation made in connection with this Agreement any Loan Document or any borrowing hereunder; (ii) the performance or observance of any of the covenants or agreements of any Obligorthe Borrower; (iii) the satisfaction of any condition specified in Article 3, except receipt of items required to be delivered to the Administrative Agent; or (iv) the validity, effectiveness or genuineness of this Agreementany Loan Document, the Notes or any other instrument or writing furnished in connection herewith. The Administrative No Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement, or other writing (which may be a bank wire, telex, facsimile transmission or similar writing) believed by it to be genuine or to be signed by the proper party or parties.

Appears in 1 contract

Samples: Credit Agreement (Ck Witco Corp)

Liability of Agents. Neither None of the Administrative Agent nor any of its Agents, their ------------------- respective affiliates nor any of or their respective directors, officers, agents or employees shall be liable for any action taken or not taken by it such Agent in connection herewith (i) with the consent or at the request of the Required Lenders Banks or (ii) in the absence of its own gross negligence or willful misconduct. Neither None of the Administrative Agent nor any of its Agents, their respective affiliates nor any of or their respective directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (i) any statement, warranty or representation made in connection with this Agreement herewith or any borrowing hereunder; (ii) the performance or observance of any of the covenants or agreements of any Obligorthe Borrower; (iii) the satisfaction of any condition specified in Article 3III, except receipt of items required to be delivered to the Administrative such Agent; or (iv) the validity, effectiveness or genuineness of this Agreement, the Notes or any other instrument or writing furnished in connection herewith. The Administrative Neither Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement, or other writing (which may be a bank wire, telex, facsimile transmission telex or similar writing) believed by it to be genuine or to be signed by the proper party or parties.

Appears in 1 contract

Samples: Credit Agreement (Dean Witter Discover & Co)

Liability of Agents. Neither the Administrative Agent nor any of its affiliates nor any of their respective affiliates nor any of the directors, officers, agents or employees of any of the foregoing shall be liable for any action taken or not taken by it in connection herewith (i) with the consent or at the request of the Required Lenders Banks or (ii) in the absence of its own gross negligence or willful misconduct. Neither the Administrative Agent nor any of its affiliates nor any of their respective affiliates nor any of the directors, officers, agents or employees of any of the foregoing shall be responsible for or have any duty to ascertain, inquire into or verify (i) any statement, warranty or representation made in connection with this Agreement or any borrowing hereunder; (ii) the performance or observance of any of the covenants or agreements of any Obligorthe Borrower; (iii) the satisfaction of any condition specified in Article 3III, except receipt of items required to be delivered to the Administrative such Agent; or (iv) the validity, effectiveness (other than its own due execution and delivery) or genuineness of this Agreement, the Notes or any other instrument or writing furnished in connection herewith. The Administrative Neither Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement, or other writing (which may be a bank wire, telex, facsimile transmission or similar writing) believed by it to be genuine or to be signed by the proper party or parties.

Appears in 1 contract

Samples: Credit Agreement (Nick Acquisition Corp)

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