Common use of Liability of the Agents Clause in Contracts

Liability of the Agents. None of the Agent-Related Persons shall (i) be liable to any of the Banks for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Loan Document (except for such Agent-Related Person's own gross negligence or willful misconduct), or (ii) be responsible in any manner to any of the Banks for any recital, statement, representation or warranty made by the Borrower, any Subsidiary or Affiliate of the Borrower, or any officer thereof, contained in this Agreement or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document, or for any failure of the Borrower, its Subsidiaries or any other party to any Loan Document to perform its obligation hereunder or thereunder. No Agent-Related Person shall be under any obligation to any Bank 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 the Borrower, or any Subsidiary or any Affiliate of the Borrower.

Liability of the Agents. None of the No Agent-Related Persons Person, L/C Issuer or any Bank shall (ia) be liable to any of the Banks for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby (except for such Agent-Related Person's its own gross negligence or willful misconductmisconduct in connection with its duties expressly set forth herein), or (iib) be responsible in any manner to any of the Banks Total Facility Bank or participant for any recital, statement, representation or warranty made by the Borrower, any Subsidiary or Affiliate of the Borrower, Obligor or any officer thereof, contained in this Agreement herein or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative any Agent under or in connection with, this Agreement or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document, or for any failure of the Borrower, its Subsidiaries any Obligor or any other party to any Loan Document to perform its obligation obligations hereunder or thereunder. No Agent-Related Person shall be under any obligation to any Total Facility Bank or participant 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 the Borrower, or any Subsidiary Obligors or any Affiliate of the Borrowerthereof.

Liability of the Agents. None of the AgentAgents or any of their respective officers, directors, employees, agents, advisors, attorneys-Related Persons in-fact or Affiliates shall (ia) be liable to any of the Banks Lenders for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby (except for such Agent-Related Person's its own fraud, gross negligence or willful misconduct), or (iib) be responsible in any manner to any of the Banks Secured Parties or any other Person for any recital, statement, representation or warranty made by CSSW Parent, the Borrower, Borrower or any Subsidiary or Affiliate of the Borrower, or any officer thereof, contained in this Agreement or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative any Agent under or in connection with, this Agreement or any other Loan Document, or for the value of or title to any Collateral, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document, or for any failure of the Borrower, its Subsidiaries Borrower or any other party to any Loan Document to perform its obligation obligations hereunder or thereunder. No AgentNone of the Agents or any of their respective officers, directors, employees, agents, advisors, attorneys-Related Person in-fact or Affiliates shall be under any obligation to any Bank Secured Party 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 propertiesProperties, books or records of CSSW Parent, the Borrower, or any Subsidiary Borrower or any Affiliate of the Borrower.

Liability of the Agents. None of the No Agent-Related Persons Person shall (ia) be liable to any of the Banks for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby (except for such Agent-Related Person's its own gross negligence or willful misconductmisconduct in connection with its duties expressly set forth herein), or (iib) be responsible in any manner to any of the Banks Lender or participant for any recital, statement, representation or warranty made by the Borrower, Borrower or any Subsidiary or Affiliate of the Borrower, or any officer thereof, contained in this Agreement herein or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative any Agent under or in connection with, this Agreement or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document, or for any failure of the Borrower, its Subsidiaries Borrower or any Subsidiary or any other party to any Loan Document to perform its obligation obligations hereunder or thereunder. No Agent-Related Person shall be under any obligation to any Bank Lender or participant 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 the Borrower, or any Subsidiary Loan Party or any Affiliate of the Borrowerthereof.