Limitations on Responsibilities of PAMI and its Affiliates Sample Clauses

Limitations on Responsibilities of PAMI and its Affiliates. Capital and the Capital Parties each expressly (a) acknowledge that they (1) may in the future request that an Affiliate of PAMI provide financing to the Company as provided in Section 5.10 (collectively "Financing") and (2) do not object to the acquisition or purchase of all or part of any indebtedness of the Company (including any Existing Financing) by an Affiliate of PAMI or the enforcement of the obligations of the Company under such loan documents, if and to the extent so enforceable by the prior holder, and (b) agree that, notwithstanding any other provision of this Agreement, any other agreement or applicable law: (1) PAMI and any Affiliate of PAMI who provide Financing to the Company or purchase any Company debt are separate and distinct legal entities with different investment goals and objectives, (2) the documents to which the Company and, where applicable, Capital and the Capital Parties, is or are a party or parties, evidencing any such Financing provided by an Affiliate of PAMI or existing Company debt (including the Existing Financing) held by any Affiliate of PAMI are legal, valid and binding obligations of the Company (3) the Affiliate of PAMI who provides Financing to the Company or purchases any Company debt (including the Existing Financing) may exercise all its rights, privileges and benefits and enforce all remedies and other provisions under the applicable documents evidencing such Financing or existing Company debt (including the Existing Financing), if and to the extent so enforceable by the prior holder, without regard to the fact that PAMI is a Member of the Company or that Capital or the Capital Parties are Members or Affiliates of the Company, (4) no act or failure to act by the Affiliate of PAMI who provides Financing to the Company or purchases the Company debt shall be attributed to PAMI or considered or deemed to be the act or failure to act of PAMI or a breach or failure by PAMI of any provision of this Agreement or of any fiduciary, contractual, good faith, fair dealing or other express or implied covenant or other obligation of PAMI to the Company, any Member, any Affiliate of a Member or third party, (5) no act or failure to act by PAMI shall be attributed to the Affiliate of PAMI who provides Financing to the Company or purchases any Company debt, or considered or deemed to be the act or failure to act of that Affiliate, (6) PAMI shall have no duty or other obligation to cause or permit the Company to default or fail ...
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Related to Limitations on Responsibilities of PAMI and its Affiliates

  • Limitation on Responsibilities of Agent Agent shall not be liable to any Secured Party for any action taken or omitted to be taken under the Loan Documents, except for losses directly and solely caused by Agent’s gross negligence or willful misconduct. Agent does not assume any responsibility for any failure or delay in performance or any breach by any Obligor, Lender or other Secured Party of any obligations under the Loan Documents. Agent does not make any express or implied representation, warranty or guarantee to Secured Parties with respect to any Obligations, Collateral, Liens, Loan Documents or Obligor. No Agent Indemnitee shall be responsible to Secured Parties for any recitals, statements, information, representations or warranties contained in any Loan Documents or Borrower Materials; the execution, validity, genuineness, effectiveness or enforceability of any Loan Documents; the genuineness, enforceability, collectability, value, sufficiency, location or existence of any Collateral, or the validity, extent, perfection or priority of any Lien therein; the validity, enforceability or collectability of any Obligations; or the assets, liabilities, financial condition, results of operations, business, creditworthiness or legal status of any Obligor or Account Debtor. No Agent Indemnitee shall have any obligation to any Secured Party to ascertain or inquire into the existence of any Default or Event of Default, the observance by any Obligor of any terms of the Loan Documents, or the satisfaction of any conditions precedent contained in any Loan Documents.

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