Limitation on Responsibilities of Agent. Agent shall in all cases --------------------------------------- be fully justified in failing or refusing to act hereunder unless it shall have received further assurances to its satisfaction from Lenders of their indemnification obligations under Section 12.6 hereof against any and all Claims which may be incurred by Agent by reason of taking or continuing to take any such action. Agent shall not be liable to Lenders (or any Lender's participants) for any action lawfully taken or omitted to be taken under or in connection with this Agreement or the other DIP Financing Documents except as a result of actual gross negligence or willful misconduct on the part of Agent. Agent does not assume any responsibility for any failure or delay in performance or breach by any Obligor or any Lender of its obligations under this Agreement or any of the other DIP Financing Documents. Agent does not make to Lenders, and no Lender makes to Agent or the other Lenders, any express or implied warranty, representation or guarantee with respect to the Revolver Loans, the Collateral, the DIP Financing Documents or any Obligor. Agent shall not be responsible to Lenders, and no Lender shall be responsible to Agent or the other Lenders, for: (i) any recitals, statements, information, representations or warranties contained in any of the DIP Financing Documents or in any certificate or other document furnished pursuant to the terms hereof; (ii) the execution, validity, genuineness, effectiveness or enforceability of, any of the DIP Financing Documents; (iii) the validity, genuineness, enforceability, collectibility, value, sufficiency or existence of any Collateral, or the perfection or priority of any Lien therein; or (iv) the assets, liabilities, financial condition, results of operations, business, creditworthiness or legal status of any Obligor or any Account Debtor. Agent shall have no obligation to any Lender to ascertain or inquire into the existence of any Default or Event of Default, the observance or performance by any Obligor of any of the duties or agreements of such Obligor under any of the DIP Financing Documents or the satisfaction of any conditions precedent contained in any of the DIP Financing Documents. Agent may consult with and employ legal counsel, accountants and other experts and shall be entitled to act upon, and shall be fully protected in any action taken in good faith reliance upon, any advice given by such experts.
Appears in 1 contract
Samples: Loan and Security Agreement (Gulf States Steel Inc /Al/)
Limitation on Responsibilities of Agent. Agent shall in all cases --------------------------------------- be fully justified in failing or refusing to act hereunder unless it shall have received further assurances to its satisfaction from Lenders of their indemnification obligations under Section 12.6 SECTION 13.6 hereof against any and all Indemnified Claims which may be incurred by Agent by reason of taking or continuing to take any such action. Agent shall not be liable to Lenders (or any Lender's participants) for any action lawfully taken or omitted to be taken under or in connection with this Agreement or the other DIP Financing Loan Documents except as a result and to the extent of losses caused by Agent's actual gross negligence or willful misconduct on the part of Agentmisconduct. Agent does not assume any responsibility for any failure or delay in performance or breach by any Obligor or any Lender of its obligations under this Agreement or any of the other DIP Financing Loan Documents. Agent does not make to Lenders, and no Lender makes to Agent or the other Lenders, any express or implied warranty, representation or guarantee with respect to the Revolver Loansany Obligations, the Collateral, the DIP Financing Loan Documents or any Obligor. Neither Agent nor any of its officers, directors, employees, attorneys or agents shall not be responsible to Lenders, and no Lender nor any of its agents, attorneys or employees shall be responsible to Agent or the other Lenders, for: (i) any recitals, statements, information, representations or warranties contained in any of the DIP Financing Loan Documents or in any certificate or other document furnished pursuant to the terms hereof; (ii) the execution, validity, genuineness, effectiveness or enforceability of, of any of the DIP Financing Loan Documents; (iii) the validity, genuineness, enforceability, collectibility, value, sufficiency or existence of any Collateral, or the perfection or priority of any Lien therein; or (iv) the assets, liabilities, financial condition, results of operations, business, creditworthiness or legal status of any Obligor or any Account Debtor. Neither Agent nor any of its officers, directors, employees, attorneys or agents shall have no any obligation to any Lender to ascertain or inquire into the existence of any Default or Event of Default, the observance or performance by any Obligor of any of the duties or agreements of such Obligor under any of the DIP Financing Loan Documents or the satisfaction of any conditions precedent contained in any of the DIP Financing Loan Documents. Agent may consult with and employ legal counsel, accountants and other experts and shall be entitled to act upon, and shall be fully protected in any action taken in good faith reliance upon, any advice given by such experts.
Appears in 1 contract
Limitation on Responsibilities of Agent. Except for action expressly required of Agent hereunder, Agent shall in all cases --------------------------------------- be fully justified in failing or refusing to act hereunder unless it shall have received further assurances to its satisfaction from Lenders of their indemnification obligations under Section 12.6 13.6 hereof against any and all Claims which may be incurred by Agent by reason of taking or continuing to take any such action. Agent shall not be liable to Lenders (or any Lender's participants) for any action lawfully taken or omitted to be taken under or in connection with this Agreement or the other DIP Financing Loan Documents except as a result of actual gross negligence or willful misconduct on the part of Agent. Agent does not assume any responsibility for any failure or delay in performance or breach by any Obligor or any Lender of its obligations under this Agreement or any of the other DIP Financing Loan Documents. Agent does not make to Lenders, and no Lender makes to Agent or the other Lenders, any express or implied warranty, representation or guarantee with respect to the Revolver Loans, the Collateral, the DIP Financing Loan Documents or any Obligor. Agent shall not be responsible to Lenders, and no Lender shall be responsible to Agent or the other Lenders, for: (i) any recitals, statements, information, representations or warranties contained in any of the DIP Financing Documents in, or in any certificate or other document furnished pursuant to the terms hereof; (ii) for the execution, validity, genuineness, effectiveness or enforceability of, any of the DIP Financing Loan Documents; (iiiii) the validity, genuineness, enforceability, collectibility, value, value or sufficiency or existence of any the Collateral, or the perfection or priority of any Lien therein; or (iviii) the assets, liabilities, financial condition, results of operations, business, creditworthiness or legal status of any Obligor or any Account Debtor. Agent shall be entitled to act, and shall be fully protected in acting upon, any certification, notice or other communication in whatever form believed by Agent, in good faith, to be genuine and correct and to have been signed or sent or made by a proper Person. Agent shall have no obligation to any Lender to ascertain or inquire into the existence of any Default or Event of Default, as to the observance or performance by any Obligor Borrower of any of the duties or agreements of such Obligor Borrower under any of the DIP Financing Loan Documents or the satisfaction of any conditions precedent contained in any of the DIP Financing Loan Documents. Agent may consult with and employ legal counsel, accountants and other experts and shall be entitled to act upon, and shall be fully protected in any action taken in good faith reliance upon, any advice given by such experts.
Appears in 1 contract
Limitation on Responsibilities of Agent. Agent shall in all cases --------------------------------------- be fully justified in failing or refusing to act hereunder unless it shall have received further assurances to its satisfaction from Lenders of their indemnification obligations under Section 12.6 hereof against any and all Claims which may be incurred by Agent by reason of taking or continuing to take any such action. Agent shall not be liable to Lenders Secured Parties (or any Lender's ’s participants) for any action lawfully taken or omitted to be taken under or in connection with this Agreement or the other DIP Financing Loan Documents except as a result of actual gross negligence or willful misconduct on the part of Agent. Agent does not assume any responsibility for any failure or delay in performance or breach by any Obligor or any Lender Secured Party of its obligations under this Agreement or any of the other DIP Financing Loan Documents. Agent does not make to LendersSecured Parties, and no Lender Secured Party makes to Agent or the other LendersSecured Parties, any express or implied warranty, representation or guarantee with respect to the Revolver Loans, the Collateral, the DIP Financing Loan Documents or any Obligor. Neither Agent nor any of its officers, directors, agents, attorneys or employees shall not be responsible to LendersSecured Parties, and no Lender Secured Party nor any of its officers, directors, employees, attorneys or agents shall be responsible to Agent or the other LendersSecured Parties, for: (i) any recitals, statements, information, representations or warranties contained in any of the DIP Financing Loan Documents or in any certificate or other document furnished pursuant to the terms hereof; (ii) the execution, validity, genuineness, effectiveness or enforceability of, any of the DIP Financing Loan Documents; (iii) the validity, genuineness, enforceability, collectibility, value, sufficiency or existence of any Collateral, or the perfection or priority of any Lien therein; or (iv) the assets, liabilities, financial condition, results of operations, business, creditworthiness or legal status of any Obligor or any Account Debtor. Neither Agent nor any of its officers, directors, employees, attorneys or agents shall have no any obligation to any Lender Secured Party to ascertain or inquire into the existence of any Default or Event of Default, the observance or performance by any Obligor of any of the duties or agreements of such Obligor under any of the DIP Financing Loan Documents or the satisfaction of any conditions precedent contained in any of the DIP Financing Loan Documents. Agent may consult with and employ legal counsel, accountants and other experts and shall be entitled to act upon, and shall be fully protected in any action taken in good faith reliance upon, any advice given by such experts.
Appears in 1 contract
Limitation on Responsibilities of Agent. Agent shall in all cases --------------------------------------- be fully justified in failing or refusing to act hereunder unless it shall have received further assurances to its satisfaction from Lenders of their indemnification obligations under Section 12.6 hereof against any and all Claims which may be incurred by Agent by reason of taking or continuing to take any such action. Agent shall not be liable to Lenders (or any Lender's participants) for any action lawfully taken or omitted to be taken by it or any Agent-Related Persons under or in connection with this Agreement or any other Loan Document or instrument referred to or provided for herein or therein, except to the other DIP Financing Documents except as extent that any of the foregoing are found by a result final, nonappealable decision of actual a court of competent jurisdiction to have resulted from its or such Person’s own gross negligence or willful misconduct on the part of Agentmisconduct. Agent does not assume any responsibility for any failure or delay in performance or any breach by any Obligor or any Lender of its any obligations under this Agreement or any of the other DIP Financing Loan Documents. Agent does not make to Lenders, and no Lender makes to Agent or the other Lenders, Lenders any express or implied warranty, representation or guarantee with respect to the Revolver Loansany Obligations, the Collateral, the DIP Financing Loan Documents or any Obligor. No Agent shall not be responsible to Lenders, and no Lender Indemnitee shall be responsible to Agent Lenders or the any other Lenders, for: (i) Person for any recitals, statements, information, representations or warranties contained in any of the DIP Financing Documents Loan Document or in any certificate report, statement, or other document furnished pursuant referred to the terms hereofor provided for in, or received by Agent under or in connection with, this Agreement or any other Loan Document; (ii) the execution, validity, genuineness, effectiveness or enforceability of, of any of the DIP Financing Loan Documents; (iii) the validity, genuineness, enforceability, collectibility, value, sufficiency sufficiency, location or existence of any Collateral, or the validity, effectiveness, enforceability, sufficiency, extent, perfection or priority of any Lien therein; the validity, enforceability or (iv) collectibility of any Obligations; the assets, liabilities, financial condition, results of operations, business, creditworthiness or legal status of any Obligor or any Account Debtor; or for any failure of any Obligor to perform its obligations under the Loan Documents. No Agent Indemnitee shall have no any obligation to any Lender or any other Person to ascertain or inquire into the existence of any Default or Event of Default, the observance or performance by any Obligor of any terms of the duties or agreements of such Obligor under any of the DIP Financing Documents Loan Documents, or the satisfaction of any conditions precedent contained in any Loan Documents. Neither Agent nor any Agent-Related Person shall be required to initiate or conduct any litigation or collection or other proceeding under the Loan Documents, including without limitation to file any proof of claim, without the express written direction of the DIP Financing Requisite Lenders. 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, the Loan Documents, or to inspect the properties, books or records of any Obligor. Agent shall have the right at any time to seek instructions from the Lenders with respect to the administration of the Loan Documents. Anything to the contrary notwithstanding, in no event shall Agent may consult with be liable to any Person, under this Agreement or the other Loan Documents, for special, punitive, indirect, consequential or incidental loss or damage of any kind whatsoever (including but not limited to lost profits), even if Agent has been advised of the likelihood of such loss or damage. To the extent permitted by applicable law, each of the Borrower and employ legal counsel, accountants and other experts and shall be entitled the Subsidiary Guarantors agrees not to act uponassert, and shall be fully protected in any action taken in good faith reliance uponhereby waives, any advice given by such expertsclaim against any Agent Indemnitee, on any theory of liability, for special, punitive, indirect, consequential or incidental loss or damage of any kind whatsoever (including but not limited to lost profits, but excluding direct losses) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the transactions, any Term Loan or the use of the proceeds thereof.
Appears in 1 contract
Samples: Loan and Security Agreement (Commercial Vehicle Group, Inc.)
Limitation on Responsibilities of Agent. Agent shall in all cases --------------------------------------- be fully justified in failing or refusing to act hereunder unless it shall have received further assurances to its satisfaction from Lenders of their indemnification obligations under Section SECTION 12.6 hereof against any and all Claims which may be incurred by Agent by reason of taking or continuing to take any such action. Agent shall not be liable to Lenders (or any Lender's participants) for any action lawfully taken or omitted to be taken under or in connection with this Agreement or the other DIP Financing Loan Documents except as a result of actual gross negligence or willful misconduct on the part of Agent. Agent does not assume any responsibility for any failure or delay in performance or breach by any Obligor or any Lender of its obligations under this Agreement or any of the other DIP Financing Loan Documents. Agent does not make to Lenders, and no Lender makes to Agent or the other Lenders, any express or implied warranty, representation or guarantee with respect to the Revolver Loans, the Collateral, the DIP Financing Loan Documents or any Obligor. Neither Agent nor any of its officers, directors, agents, attorneys or employees shall not be responsible to Lenders, and no Lender nor any of its officers, directors, employees, attorneys or agents shall be responsible to Agent or the other Lenders, for: (i) any recitals, statements, information, representations or warranties contained in any of the DIP Financing Loan Documents or in any certificate or other document furnished pursuant to the terms hereof; (ii) the execution, validity, genuineness, effectiveness or enforceability of, any of the DIP Financing Loan Documents; (iii) the validity, genuineness, enforceability, collectibility, value, sufficiency or existence of any Collateral, or the perfection or priority of any Lien therein; or (iv) the assets, liabilities, financial condition, results of operations, business, creditworthiness or legal status of any Obligor or any Account Debtor. Neither Agent nor any of its officers, directors, employees, attorneys or agents shall have no any obligation to any Lender to ascertain or inquire into the existence of any Default or Event of Default, the observance or performance by any Obligor of any of the duties or agreements of such Obligor under any of the DIP Financing Loan Documents or the satisfaction of any conditions precedent contained in any of the DIP Financing Loan Documents. Agent may consult with and employ legal counsel, accountants and other experts and shall be entitled to act upon, and shall be fully protected in any action taken in good faith reliance upon, any advice given by such experts.
Appears in 1 contract
Limitation on Responsibilities of Agent. Agent shall in all cases --------------------------------------- be fully justified in failing or refusing to act hereunder unless it shall have received further assurances to its satisfaction from Lenders of their indemnification obligations under Section 12.6 13.6 hereof against any and all Indemnified Claims which may be incurred by Agent by reason of taking or continuing to take any such action. Agent shall not be liable to Lenders (or any Lender's participants) for any action lawfully taken or omitted to be taken under or in connection with this Agreement or the other DIP Financing Loan Documents except as a result and to the extent of losses caused by Agent’s actual gross negligence or willful misconduct on the part of Agentmisconduct. Agent does not assume any responsibility for any failure or delay in performance or breach by any Obligor or any Lender of its obligations under this Agreement or any of the other DIP Financing Loan Documents. Agent does not make to Lenders, and no Lender makes to Agent or the other Lenders, any express or implied warranty, representation or guarantee with respect to the Revolver Loansany Obligations, the Collateral, the DIP Financing Loan Documents or any Obligor. Neither Agent nor any of its officers, directors, employees, attorneys or agents shall not be responsible to Lenders, and no Lender nor any of its agents, attorneys or employees shall be responsible to Agent or the other Lenders, for: (i) any recitals, statements, information, representations or warranties contained in any of the DIP Financing Loan Documents or in any certificate or other document furnished pursuant to the terms hereof; (ii) the execution, validity, genuineness, effectiveness or enforceability of, of any of the DIP Financing Loan Documents; (iii) the validity, genuineness, enforceability, collectibility, value, sufficiency or existence of any Collateral, or the perfection or priority of any Lien therein; or (iv) the assets, liabilities, financial condition, results of operations, business, creditworthiness or legal status of any Obligor or any Account Debtor. Neither Agent nor any of its officers, directors, employees, attorneys or agents shall have no any obligation to any Lender to ascertain or inquire into the existence of any Default or Event of Default, the observance or performance by any Obligor of any of the duties or agreements of such Obligor under any of the DIP Financing Loan Documents or the satisfaction of any conditions precedent contained in any of the DIP Financing Loan Documents. Agent may consult with and employ legal counsel, accountants and other experts and shall be entitled to act upon, and shall be fully protected in any action taken in good faith reliance upon, any advice given by such experts.
Appears in 1 contract
Limitation on Responsibilities of Agent. Agent shall in all cases --------------------------------------- be fully justified in failing or refusing to act hereunder unless it shall have received further assurances to its satisfaction from Lenders of their indemnification obligations under Section 12.6 13.6 hereof against any and all Indemnified Claims which may be incurred by Agent by reason of taking or continuing to take any such action. Agent shall not be liable to Lenders any Lender Group Member (or any Lender's participants) for any action lawfully taken or omitted to be taken under or in connection with this Agreement or the other DIP Financing Credit Documents except as a result of actual gross negligence or willful misconduct on the part of Agent. Agent does not assume any responsibility for any failure or delay in performance or breach by any Obligor or any Lender of its obligations under this Agreement or any of the other DIP Financing Credit Documents. Agent does not make to Lendersany Lender Group Member, and no Lender Group Member makes to Agent or the other LendersLender Group Member, any express or implied warranty, representation or guarantee with respect to the Revolver Loans, the Collateral, the DIP Financing Credit Documents or any Obligor. Neither Agent nor any of its officers, directors, employees, attorneys or agents shall not be responsible to Lendersany Lender Group Member, and no Lender Group Member nor any of its agents, attorneys or employees shall be responsible to Agent or the any other LendersLender Group Member, for: (i) any recitals, statements, information, representations or warranties contained in any of the DIP Financing Credit Documents or in any certificate or other document furnished pursuant to the terms hereof; (ii) the execution, validity, genuineness, effectiveness or enforceability of, of any of the DIP Financing Credit Documents; (iii) the validity, genuineness, enforceability, collectibility, value, sufficiency or existence of any Collateral, or the perfection or priority of any Lien therein; or (iv) the assets, liabilities, financial condition, results of operations, business, creditworthiness or legal status of any Obligor or any Account Debtor. Neither Agent nor any of its officers, directors, employees, attorneys or agents shall have no any obligation to any Lender Group Member to ascertain or inquire into the existence of any Default or Event of Default, the observance or performance by any Obligor of any of the duties or agreements of such Obligor under any of the DIP Financing Loan Documents or the satisfaction of any conditions precedent contained in any of the DIP Financing Credit Documents. Agent may consult with and employ legal counsel, accountants and other experts and shall be entitled to act upon, and shall be fully protected in any action taken in good faith reliance upon, any advice given by such experts.
Appears in 1 contract
