Limitation of responsibility of Existing Lender Clause Samples
The Limitation of Responsibility of Existing Lender clause defines and restricts the extent to which the current lender is liable for obligations or issues arising after the transfer or assignment of a loan. Typically, this clause clarifies that once the lender assigns its rights and interests to a new party, it is not responsible for future events, defaults, or claims related to the loan or underlying agreement. This provision protects the existing lender from ongoing liabilities, ensuring that their responsibility ends upon assignment and providing certainty for both the outgoing and incoming parties.
Limitation of responsibility of Existing Lender. (a) Unless expressly agreed to the contrary, an Existing Lender is not responsible to a New Lender for the legality, validity, adequacy, accuracy, completeness or performance of:
(i) any Finance Document or any other document; or
(ii) any statement or information (whether written or oral) made in or supplied in connection with any Finance Document, and any representations or warranties implied by law are excluded.
(b) Each New Lender confirms to the Existing Lender and the other Finance Parties that it:
(i) has made, and will continue to make, its own independent appraisal of all risks arising under or in connection with the Finance Documents (including the financial condition and affairs of each Obligor and its related entities and the nature and extent of any recourse against any Party or its assets) in connection with its participation in this Agreement; and
(ii) has not relied exclusively on any information supplied to it by the Existing Lender in connection with any Finance Document.
(c) Nothing in any Finance Document requires an Existing Lender to:
(i) accept a re-transfer from a New Lender of any of the rights and obligations assigned or transferred under this Clause; or
(ii) support any losses incurred by the New Lender by reason of the non-performance by any Obligor of its obligations under any Finance Document or otherwise.
Limitation of responsibility of Existing Lender. (a) Unless expressly agreed to the contrary, the Existing Lender makes no representation or warranty and assumes no responsibility to a New Lender for:
(i) the legality, validity, effectiveness, adequacy or enforceability of the Finance Documents or any other documents;
(ii) the financial condition of any Obligor;
(iii) the performance and observance by any Obligor of its obligations under the Finance Documents or any other documents; or
(iv) the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document or any other document, and any representations or warranties implied by law are excluded.
(b) Each New Lender confirms to the Existing Lender that it:
(i) has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of each Obligor and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Lender in connection with any Finance Document; and
(ii) will continue to make its own independent appraisal of the creditworthiness of each Obligor and its related entities whilst any amount is or may be outstanding under the Finance Documents.
(c) Nothing in any Finance Document obliges the Existing Lender to:
(i) accept a re-transfer from a New Lender of any of the rights and obligations assigned or transferred under this Clause 18; or
(ii) support any losses directly or indirectly incurred by the New Lender by reason of the non-performance by any Obligor of its obligations under the Finance Documents or otherwise.
(d) In relation to any assignment or transfer by the Existing Lender under this Clause 18, the relevant New Lender agrees to be bound by any consent, waiver or decision given or made by the Existing Lender in connection with the Finance Documents prior to such assignment or transfer.
Limitation of responsibility of Existing Lender. (a) Unless expressly agreed to the contrary, an Existing Lender is not responsible to a New Lender for:
(i) the legality, validity, effectiveness, completeness, accuracy, adequacy or enforceability of any Finance Document or any other document;
(ii) the financial condition of the Borrower;
(iii) the performance and observance by the Borrower of its obligations under the Finance Documents or any other documents; or
(iv) the accuracy of any statement or information (whether written or oral) made in or supplied in connection with any Finance Document, and any representations or warranties implied by law are excluded.
(b) Each New Lender confirms to the Existing Lender that it:
(i) has made, and will continue to make, its own independent appraisal of all risks arising under or in connection with the Finance Documents (including the financial condition and affairs of the Borrower and its related entities and the nature and extent of any recourse against any Party or its assets) in connection with its participation in this Agreement; and
(ii) has not relied exclusively on any information supplied to it by the Existing Lender in connection with any Finance Document.
(c) Nothing in any Finance Document requires an Existing Lender to:
(i) accept a re-transfer from a New Lender of any of the rights and obligations assigned or transferred under this Clause; or
(ii) support any losses incurred by the New Lender by reason of the non-performance by the Borrower of its obligations under any Finance Document or otherwise.
Limitation of responsibility of Existing Lender. (a) Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to a New Lender for:
(i) the business, assets, prospects, condition (financial or otherwise) or results of operations of any Obligor or any member of the Group;
(ii) the legality, validity, effectiveness, enforceability, adequacy, accuracy, completeness or performance of:
(A) any Finance Document or any other document;
(B) any statement or information (whether written or oral) made in or supplied in connection with any Finance Document; or
(C) any observance by any Obligor of its obligations under any Finance Document or any other document, and any representations or warranties implied by law are excluded.
(b) Each New Lender confirms to the Existing Lender and the other Finance Parties that it:
(i) has made, and will continue to make, its own independent appraisal of all risks arising under or in connection with the Finance Documents (including the financial condition and affairs of each Obligor and its related entities and the nature and extent of any recourse against any Party or its assets) in connection with its participation in this Agreement;
(ii) has not relied exclusively on any information supplied to it by the Existing Lender in connection with any Finance Document; and
(iii) is a person whose ordinary business includes participation in syndicated facilities of this type.
(c) Nothing in any Finance Document requires an Existing Lender to:
(i) accept a re-transfer from a New Lender of any of the rights and obligations assigned or transferred under this Clause; or
(ii) support any losses incurred by the New Lender by reason of the non-performance by any Obligor of its obligations under any Finance Document or otherwise.
Limitation of responsibility of Existing Lender. Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to a New Lender for:
Limitation of responsibility of Existing Lender. 5 This Transfer Certificate and any non-contractual obligations arising out of or in connection with it are governed by laws of the Province of British Columbia, and the federal laws of Canada as applicable therein. 6 This Transfer Certificate has been entered into on the date stated at the beginning of this Transfer Certificate. [Existing Lender] [New Lender] By: By: This Agreement is accepted as a Transfer Certificate for the purposes of the Facility Agreement by the Lender, the Security Agent, and the Transfer Date is confirmed as [ ]. By: From: [the New Lender] (the New Lender) To: [the Existing Lender] (the Existing Lender) Dated: 1 We refer to the Facility Agreement and to the Intercreditor Agreement (as defined in the Facility Agreement). This is an Assignment Agreement. This agreement (the Agreement) shall take effect as an Assignment Agreement for the purpose of the Facility Agreement and as a Creditor/Creditor Representative Accession Undertaking for the purposes of the Intercreditor Agreement (and as defined in the Intercreditor Agreement). Terms defined in the Facility Agreement have the same meaning in this Agreement unless given a different meaning in this Agreement.
Limitation of responsibility of Existing Lender. This Transfer Certificate may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this Transfer Certificate.
Limitation of responsibility of Existing Lender. (a) Unless expressly agreed to the contrary, an Existing Lender is not responsible to a New Lender for:
(i) the legality, validity, effectiveness, completeness, accuracy, adequacy or enforceability of any Finance Document or any other document;
(ii) the financial condition of the Borrower;
(iii) the performance and observance by the Borrower of its obligations under the Finance Documents or any other documents; or
Limitation of responsibility of Existing Lender. (a) Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to a New Lender for:
(i) the financial condition of an Obligor; or
(ii) the legality, validity, effectiveness, enforceability, adequacy, accuracy, completeness or performance of:
(A) any Finance Document or any other document;
(B) any statement or information (whether written or oral) made in or supplied in connection with any Finance Document; or
(C) any observance by an Obligor of its obligations under any Finance Document or any other documents, and any representations or warranties implied by law are excluded.
(b) Each New Lender confirms to the Existing Lender and the other Finance Parties that it:
(i) has made, and will continue to make, its own independent appraisal of all risks arising under or in connection with the Finance Documents (including the financial condition and affairs of each Obligor and its related entities and the nature and extent of any recourse against any Party or its assets) in connection with its participation in this Agreement; and
(ii) has not relied exclusively on any information supplied to it by the Existing Lender in connection with any Finance Document.
(c) Nothing in any Finance Document requires an Existing Lender to:
(i) accept a re-transfer from a New Lender of any of the rights and obligations assigned or transferred under this Clause; or
(ii) support any losses incurred by the New Lender by reason of the non-performance by any Obligor of its obligations under any Finance Document or otherwise.
Limitation of responsibility of Existing Lender. This Assignment Agreement may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this Assignment Agreement. 10 This Assignment Agreement has been entered into on the date stated at the beginning of this Assignment Agreement. [insert relevant details] [Facility office address, fax number and attention details for notices and account details for payments] [Existing Lender] [New Lender] By: By: This Agreement is accepted as an Assignment Agreement for the purposes of the Facility Agreement by the Lender, the Security Agent, and the Transfer Date is confirmed as [ ]. Signature of this Assignment Agreement by the Lender constitutes confirmation by the Lender of receipt of notice of the assignment referred to herein, which notice the Lender receives on behalf of each Finance Party. To: [Lender] and [Security Agent] From: [ ] as Borrower, for and on behalf of each Obligor Dated: 1 We refer to the Facility Agreement. This agreement (the Agreement) shall take effect as an Amendment Confirmation for the purpose of the Facility Agreement. Terms defined in the Facility Agreement have the same meaning in this Agreement unless given a different meaning in this Agreement.