Common use of No Advisory or Fiduciary Responsibility Clause in Contracts

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent and the Arranger are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent and the Arranger, on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent and the Arranger each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and (B) neither the Administrative Agent nor the Arranger has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent and the Arranger and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither the Administrative Agent nor the Arranger has any obligation to disclose any of such interests to the Borrower or its Affiliates. To the fullest extent permitted by law, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent and the Arranger with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 23 contracts

Samples: Credit Agreement (FXCM Inc.), Credit Agreement (Hain Celestial Group Inc), Credit Agreement (Waddell & Reed Financial Inc)

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No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower each Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (a) (i) no fiduciary, advisory or agency relationship between any Loan Party and its Subsidiaries and the Administrative Agent, the L/C Issuer, or any Lender is intended to be or has been created in respect of the transactions contemplated hereby or by the other Loan Documents, irrespective of whether the Administrative Agent, the L/C Issuer, or any Lender has advised or is advising any Loan Party or any of its Subsidiaries on other matters, (Aii) the arranging and other services regarding this Agreement provided by the Administrative Agent Agent, the L/C Issuer, and the Arranger Lenders are arm’s-length commercial transactions between the Borrower such Loan Parties and its their Affiliates, on the one hand, and the Administrative Agent Agent, the L/C Issuer, and the ArrangerLenders, on the other hand, (Biii) the Borrower each Loan Party has consulted its own legal, accounting, regulatory and tax advisors to the extent that it has deemed appropriate, appropriate and (Civ) the Borrower each Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; and (iib) (Ai) the Administrative Agent Agent, the L/C Issuer, and the Arranger Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower any Loan Party or any of its Affiliates, or any other Person and Person; (Bii) neither none of the Administrative Agent nor Agent, the Arranger L/C Issuer, and the Lenders has any obligation to the Borrower any Loan Party or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent Agent, the L/C Issuer, and the Arranger Lenders and their respective Affiliates may be engaged engaged, for their own accounts or the accounts of customers, in a broad range of transactions that involve interests that differ from those of the Borrower any Loan Party and its Affiliates, and neither none of the Administrative Agent nor Agent, the Arranger L/C Issuer, and the Lenders has any obligation to disclose any of such interests to the Borrower any Loan Party or its Affiliates. To the fullest extent permitted by law, the Borrower each Loan Party hereby waives and releases any claims that it may have against the Administrative Agent Agent, the L/C Issuer, and the Arranger Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 16 contracts

Samples: Credit Agreement (Willdan Group, Inc.), Credit Agreement (Necessity Retail REIT, Inc.), Credit Agreement (American Finance Trust, Inc)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, agrees that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent Agent, the Lenders and the Arranger Arrangers are arm’s-length commercial transactions between the Borrower and its AffiliatesBorrower, on the one hand, and the Administrative Agent Agent, the Lenders and the ArrangerArrangers, on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent Agent, the Lenders and the Arranger Arrangers each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and (B) neither the Administrative Agent Agent, nor the any Lender nor any Arranger has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; Documents and (iii) the Administrative Agent Agent, the Lenders and the Arranger Arrangers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its AffiliatesBorrower, and neither the Administrative Agent Agent, nor the any Lender nor any Arranger has any obligation to disclose any of such interests to the Borrower or its AffiliatesBorrower. To the fullest extent permitted by law, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent Agent, the Lenders and the Arranger Arrangers with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 7 contracts

Samples: Day Credit Agreement (Lowes Companies Inc), Credit Agreement (Lowes Companies Inc), Credit Agreement (Lowes Companies Inc)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower each Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent and the Arranger Arrangers, are arm’s-arm’s length commercial transactions between the Borrower such Loan Party and its Affiliates, on the one hand, and the Administrative Agent and the ArrangerArrangers, on the other hand, (B) the Borrower such Loan Party has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower such Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent and the Arranger Arrangers each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower such Loan Party or any of its Affiliates, or any other Person and (B) neither the Administrative Agent nor the Arranger Arrangers has any obligation to the Borrower such Loan Party or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent and the Arranger Arrangers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower such Loan Party and its Affiliates, and neither the Administrative Agent nor the Arranger Arrangers has any obligation to disclose any of such interests to the Borrower Loan Party or its Affiliates. To the fullest extent permitted by law, each of the Borrower Loan Parties hereby waives and releases any claims that it may have against the Administrative Agent and the Arranger Arrangers with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 7 contracts

Samples: Term Loan Agreement (Retail Opportunity Investments Corp), Credit Agreement (Retail Opportunity Investments Corp), Term Loan Agreement (Retail Opportunity Investments Partnership, LP)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby hereby, the Borrower and each other Credit Party each acknowledge and agree, and acknowledge their respective Affiliates’ understanding, that: (i) the credit facility provided for hereunder and any related arranging or other services in connection therewith (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent and the Arranger are an arm’s-length commercial transactions transaction between the Borrower Borrower, Holdings and its their respective Affiliates, on the one hand, and the Administrative Agent and the Arrangerother Agents, on the other hand, (B) and each of the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower Holdings is capable of evaluating, evaluating and understanding and understands and accepts, accepts the terms, risks and conditions of the transactions contemplated hereby and by the other Loan DocumentsDocuments (including any amendment, waiver or other modification hereof or thereof); (ii) (A) in connection with the process leading to such transaction, the Administrative Agent and the Arranger each other Agent each is and has been acting solely as a principal and, except as expressly agreed in writing by and is not the relevant parties, has not been, is not, and will not be acting as an financial advisor, agent or fiduciary fiduciary, for the Borrower Borrower, Holdings or any of its their respective Affiliates, stockholders, creditors or employees or any other Person and Person; (Biii) neither the Administrative Agent nor any other Agent has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Arranger Borrower or Holdings with respect to any of the transactions contemplated hereby or the process leading thereto, including with respect to any amendment, waiver or other modification hereof or of any other Loan Document (irrespective of whether the Administrative Agent or any other Agent has advised or is currently advising the Borrower, Holdings or any of their respective Affiliates on other matters) and neither the Administrative Agent nor any other Agent has any obligation to the Borrower Borrower, Holdings or any of its their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iiiiv) the Administrative Agent and the Arranger other Agents and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower Borrower, Holdings and its their respective Affiliates, and neither the Administrative Agent nor the Arranger any other Agent has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Administrative Agent and the other Agents have not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) and each of the Borrower and Holdings has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate. Each of the Borrower or its Affiliates. To and Holdings hereby waives and releases, to the fullest extent permitted by law, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent and the Arranger other Agents with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated herebyduty.

Appears in 6 contracts

Samples: Credit Agreement (Intelsat LTD), Credit Agreement (Intelsat LTD), Credit Agreement (Intelsat LTD)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent and the Arranger Arranger, are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent and the Arranger, on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) ), the Administrative Agent and the Arranger each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, Affiliates or any other Person and (B) neither the Administrative Agent nor the Arranger has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent and the Arranger and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither the Administrative Agent nor the Arranger has any obligation to disclose any of such interests to the Borrower or its Affiliates. To the fullest extent permitted by law, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent and the Arranger with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 6 contracts

Samples: Credit Agreement (California Water Service Group), Credit Agreement (California Water Service Group), Credit Agreement (California Water Service Group)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent and the Arranger are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent and the Arranger, on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent and the Arranger each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and (B) neither the Administrative Agent nor the Arranger has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent and Agent, the Arranger and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither the Administrative Agent nor the Arranger has any obligation to disclose any of such interests to the Borrower or its Affiliates. To the fullest extent permitted by law, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent and the Arranger with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 6 contracts

Samples: Credit Agreement (Tanger Properties LTD Partnership /Nc/), Credit Agreement (Franklin Street Properties Corp /Ma/), Credit Agreement (Franklin Street Properties Corp /Ma/)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction the transactions contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the each Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent and the Arranger Arrangers are arm’s-length commercial transactions between the Borrower Borrowers and its their respective Affiliates, on the one hand, and the Administrative Agent and the ArrangerArrangers, on the other hand, (B) the each Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the each Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent and the each Arranger each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower Borrowers or any of its their respective Affiliates, or any other Person and (B) neither the Administrative Agent nor the any Arranger has any obligation to the Borrower Borrowers or any of its their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent and the Agent, each Arranger and each of their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower Borrowers and its their respective Affiliates, and neither the Administrative Agent nor the any Arranger has any obligation to disclose any of such interests to the Borrower Borrowers or its any of their respective Affiliates. To the fullest extent permitted by lawApplicable Law, the each Borrower hereby waives and releases any claims that it may have against the Administrative Agent and the or any Arranger with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 6 contracts

Samples: Credit Agreement (Casella Waste Systems Inc), Credit Agreement (Casella Waste Systems Inc), Credit Agreement (Casella Waste Systems Inc)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent and the Arranger Arranger, are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent and the Arranger, on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent and the Arranger Arranger, each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and (B) neither the Administrative Agent nor the Arranger has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent and the Arranger and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither the Administrative Agent nor the Arranger has any obligation to disclose any of such interests to the Borrower or its Affiliates. To the fullest extent permitted by law, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent and the Arranger with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 6 contracts

Samples: Credit Agreement (Tesoro Logistics Lp), Credit Agreement (Exponential Interactive, Inc.), Credit Agreement (Exponential Interactive, Inc.)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with by any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges Credit Parties acknowledge and agrees, and acknowledges its Affiliates’ understanding, that: agree that (a) (i) (A) the credit facility evidenced by this Agreement and any related arranging and or other services regarding this Agreement provided by the Administrative Agent and the Arranger Agent, any Lender, any of their Affiliates or any arranger are arm’s-length commercial transactions between the Borrower Credit Parties and its Affiliates, on the one hand, and the Administrative Agent and the Arranger, on the other hand, such Persons; (Bii) the Borrower has Credit Parties have consulted its their own legal, accounting, regulatory regulatory, and tax advisors to the extent it has they have deemed appropriate; and (iii) Credit Parties are capable of evaluating and understanding, and (C) the Borrower is capable of evaluating, do understand and understands and acceptsaccept, the terms, risks risks, and conditions of the transactions contemplated hereby by this Agreement and by the other Loan Documents; (iib) (A) the each of Administrative Agent Agent, LC Issuer, Lenders, their Affiliates and the Arranger each any arranger is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not beenconnection with this credit facility, is not, and will not be acting as an the financial advisor, agent agent, or fiduciary of, to, or for the Borrower any Credit Party or any of its Affiliates, their Affiliates or any other Person and (B) neither the Administrative Agent nor the Arranger has any no obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby by this Agreement and the other Loan Documents except those obligations as expressly set forth herein and in the other Loan Documentsor therein; and (iiic) the Administrative Agent Agent, LC Issuer, Lenders, their Affiliates and the Arranger and their respective Affiliates any arranger may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower Credit Parties and its Affiliates, their Affiliates and neither the Administrative Agent nor the Arranger has any have no obligation to disclose any of such interests to the Borrower any Credit Party or its Affiliatesany such Affiliate. To the fullest extent permitted by lawApplicable Law, the Borrower each Credit Party hereby waives and releases any claims that it may have against the Administrative Agent Agent, LC Issuer, Lenders, their Affiliates and the Arranger any arranger with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated herebyby this Agreement or any other Loan Document.

Appears in 5 contracts

Samples: Credit Agreement (Forbes Energy Services Ltd.), Credit Agreement (Forbes Energy Services Ltd.), Credit Agreement (Forbes Energy Services Ltd.)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the each Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent and the Arranger are arm’s-length commercial transactions between the such Borrower and its Affiliates, on the one hand, and the Administrative Agent and the Arranger, on the other hand, (B) the such Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the such Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent and the Arranger each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the such Borrower or any of its Affiliates, Affiliates or any other Person and (B) neither the Administrative Agent nor the Arranger has any obligation to the such Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent and the Arranger and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the such Borrower and its Affiliates, and neither the Administrative Agent nor the Arranger has any obligation to disclose any of such interests to the such Borrower or its Affiliates. To the fullest extent permitted by law, each of the Borrower Borrowers hereby waives and releases any claims that it may have against the Administrative Agent and the Arranger with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby; provided that it is acknowledged and agreed that such waiver and release does not apply to claims relating to the Administrative Agent’s administrative duties and obligations that are expressly set forth herein; provided further that nothing contained herein shall limit the Administrative Agent’s rights under Section 10.04.

Appears in 5 contracts

Samples: Credit Agreement (Fresh Del Monte Produce Inc), Credit Agreement (Fresh Del Monte Produce Inc), Credit Agreement (Fresh Del Monte Produce Inc)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent and the Arranger Arranger, are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent and the Arranger, on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent and the Arranger each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, Affiliates or any other Person and (B) neither the Administrative Agent nor the Arranger has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; Documents and (iii) the Administrative Agent and the Arranger and their respective Affiliates may be engaged in a broad board range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither the Administrative Agent nor the Arranger has any obligation to disclose any of such interests to the Borrower or its Affiliates. To the fullest extent permitted by law, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent and the Arranger with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 5 contracts

Samples: Revolving Credit Agreement (Watsco Inc), Revolving Credit Agreement (Watsco Inc), Credit Agreement (Integral Systems Inc /Md/)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent and the Arranger Arrangers, are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent and the ArrangerArrangers, on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent and the each Arranger each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, Affiliates or any other Person and (B) neither the Administrative Agent nor the any Arranger has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; Documents and (iii) the Administrative Agent and the Arranger Arrangers and their respective Affiliates may be engaged in a broad board range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither the Administrative Agent nor the any Arranger has any obligation to disclose any of such interests to the Borrower or its Affiliates. To the fullest extent permitted by law, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent and the Arranger Arrangers with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 5 contracts

Samples: Credit Agreement (Corrections Corp of America), Credit Agreement (Corrections Corp of America), Credit Agreement (CoreCivic, Inc.)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower each Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent and the Arranger Arrangers are arm’s-length commercial transactions between the Borrower each Loan Party and its respective Affiliates, on the one hand, and the Administrative Agent and the ArrangerArrangers, on the other hand, (B) the Borrower each Loan Party has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower each Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent and the each Arranger each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower any Loan Party or any of its Affiliates, or any other Person and (B) neither the Administrative Agent nor the any Arranger has any obligation to the Borrower any Loan Party or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent and the Arranger Arrangers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower a Loan Party and its Affiliates, and neither the Administrative Agent nor the any Arranger has any obligation to disclose any of such interests to the Borrower any Loan Party or any of its Affiliates. To the fullest extent permitted by law, the Borrower each Loan Party hereby waives and releases any claims that it may have against the Administrative Agent and the each Arranger with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 5 contracts

Samples: Credit Agreement (Global Partners Lp), Credit Agreement (Global Partners Lp), Credit Agreement (Global Partners Lp)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the each Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent and the Arranger Arranger, are arm’s-length commercial transactions between the such Borrower and its Affiliates, on the one hand, and the Administrative Agent and the Arranger, on the other hand, (B) the such Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the such Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) ), the Administrative Agent and the Arranger each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the such Borrower or any of its Affiliates, Affiliates or any other Person and (B) neither the Administrative Agent nor the Arranger has any obligation to the such Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent and the Arranger and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the such Borrower and its Affiliates, and neither the Administrative Agent nor the Arranger has any obligation to disclose any of such interests to the such Borrower or its Affiliates. To the fullest extent permitted by law, each of the Borrower Borrowers hereby waives and releases any claims that it may have against the Administrative Agent and the Arranger with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 5 contracts

Samples: Credit Agreement (California Water Service Group), Credit Agreement (California Water Service Group), Credit Agreement (California Water Service Group)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, agrees that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent and the Arranger Joint Lead Arrangers are arm’s-length commercial transactions between the Borrower and its AffiliatesBorrower, on the one hand, and the Administrative Agent and the ArrangerJoint Lead Arrangers, on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; , (ii) (A) the Administrative Agent and the each Joint Lead Arranger each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary fiduciary, for the Borrower or any of its Affiliates, or any other Person and (B) neither the Administrative Agent nor the any Joint Lead Arranger has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan DocumentsDocuments and the commitment letter; and (iii) the Administrative Agent and the Arranger Joint Lead Arrangers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither the Administrative Agent nor the either Joint Lead Arranger has any obligation to disclose any of such interests to the Borrower or its Affiliates. To the fullest extent permitted by law, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent and the Arranger Joint Lead Arrangers with respect to any breach or alleged breach of agency or fiduciary duty arising on or before the date of this Agreement in connection with any aspect of any transaction contemplated hereby.

Appears in 5 contracts

Samples: Revolving Credit Agreement (Erp Operating LTD Partnership), Revolving Credit Agreement (Erp Operating LTD Partnership), Credit Agreement (Erp Operating LTD Partnership)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, agrees and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent and the Arranger Lead Arrangers are arm’s-length commercial transactions between the Borrower and its respective Affiliates, on the one hand, and the Administrative Agent and the ArrangerLead Arrangers, on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent and the Arranger Lead Arrangers each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and (B) neither the Administrative Agent nor the Arranger Lead Arrangers has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent and the Arranger Lead Arrangers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither the Administrative Agent nor the Arranger Lead Arrangers has any obligation to disclose any of such interests to the Borrower or its Affiliates. To the fullest extent permitted by law, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent and the Arranger Lead Arrangers with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 5 contracts

Samples: Assignment and Assumption (TJX Companies Inc /De/), Revolving Credit Agreement (TJX Companies Inc /De/), 2024 Revolving Credit Agreement (TJX Companies Inc /De/)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan DocumentPaper), the Borrower acknowledges and agrees, and acknowledges acknowledge its Affiliates’ understanding, that: (i) (Aa)(i) the arranging and other services regarding this Agreement provided by the Administrative Agent and the Arranger Arranger, are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent and the Arranger, on the other hand, (Bii) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (Ciii) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan DocumentsPapers; (iib)(i) (A) the each of Administrative Agent and Agent, the Arranger and each Bank is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and (Bii) neither the none of Administrative Agent nor Agent, the Arranger or any Bank has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan DocumentsPapers; and (iiic) the Administrative Agent and Agent, the Arranger and Banks and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither the Administrative Agent nor the Arranger or any Bank has any obligation to disclose any of such interests to the Borrower or its Affiliates. To the fullest extent permitted by law, the Borrower hereby waives and releases any claims that it may have has against Administrative Agent, the Administrative Agent Arranger and the Arranger Banks with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 5 contracts

Samples: Credit Agreement (Sitio Royalties Corp.), Credit Agreement (Brigham Minerals, Inc.), Credit Agreement (Brigham Minerals, Inc.)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent and the Arranger Arranger, are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent and the Arranger, on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent and the Arranger each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and (B) neither the Administrative Agent nor the Arranger has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent and the Arranger and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither the Administrative Agent nor the Arranger has any obligation to disclose any of such interests to the Borrower or its Affiliates. To the fullest extent permitted by law, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent and the Arranger with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 5 contracts

Samples: Credit Agreement (Clean Harbors Inc), Credit Agreement (Clean Harbors Inc), Credit Agreement (Power One Inc)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (ia) (Ai) the arranging and other services regarding this Agreement provided by the Administrative Agent and the Arranger Lead Arrangers are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent and the ArrangerLead Arrangers, on the other hand, (Bii) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (Ciii) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (iib) (Ai) the Administrative Agent and the Arranger Lead Arrangers each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its respective Affiliates, or any other Person and (Bii) neither the Administrative Agent nor the Arranger Lead Arrangers has any obligation to the Borrower or any of its respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iiic) the Administrative Agent and the Arranger Lead Arrangers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither the Administrative Agent nor the Arranger Lead Arrangers has any obligation to disclose any of such interests to the Borrower or any of its Affiliates. To the fullest extent permitted by law, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent and the Arranger with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 5 contracts

Samples: Term Loan Credit Agreement (Boston Scientific Corp), Term Loan Credit Agreement (Boston Scientific Corp), Term Loan Credit Agreement (Boston Scientific Corp)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (ia) (Ai) the arranging and other services regarding this Agreement provided by the Administrative Agent and the Arranger Arrangers are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent and the ArrangerArrangers, on the other hand, (Bii) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (Ciii) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (iib) (Ai) the Administrative Agent and the Arranger Arrangers each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its respective Affiliates, or any other Person and (Bii) neither the Administrative Agent nor the Arranger Arrangers has any obligation to the Borrower or any of its respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iiic) the Administrative Agent and the Arranger Arrangers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither the Administrative Agent nor the Arranger Arrangers has any obligation to disclose any of such interests to the Borrower or any of its Affiliates. To the fullest extent permitted by law, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent and the Arranger with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 5 contracts

Samples: Credit Agreement (Boston Scientific Corp), Credit Agreement (Boston Scientific Corp), Credit Agreement (Boston Scientific Corp)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, agrees that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent and the Arranger Bookrunners are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent and the ArrangerBookrunners, on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) each of the Administrative Agent Agent, the Bookrunners and the Arranger each Lenders is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and Person, (B) neither irrespective of whether any Lender, any Bookrunner, the Administrative Agent nor the Arranger has any obligation to the Borrower or any of its their Affiliates has advised or is advising the Borrower on other matters, the Borrower shall not claim any such fiduciary, advisory or agency relationship or services and the Borrower acknowledges that none of the Administrative Agent, any Lender, any Bookrunner or any of their Affiliates owes a fiduciary or similar duty to Cadbury, Cadbury UK, the Borrower, or the Business in connection with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in Transactions or the other Loan Documentsprocess leading thereto and; and (iii) the Administrative Agent Agent, the Lenders and the Arranger Bookrunners and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither the Administrative no Agent nor the Arranger any Bookrunner or Lender has any obligation to disclose any of such interests to the Borrower or its Affiliates. To the fullest extent permitted by law, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent and the Arranger with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 4 contracts

Samples: 364 Day Bridge Credit Agreement (Dr Pepper Snapple Group, Inc.), Amended And (Dr Pepper Snapple Group, Inc.), Credit Agreement (Dr Pepper Snapple Group, Inc.)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent and the Arranger Arrangers are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent and the ArrangerArrangers, on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) each of the Administrative Agent and the Arranger each Arrangers is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and (B) neither the Administrative Agent nor any of the Arranger Arrangers has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent and the Arranger Arrangers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither the Administrative Agent nor any of the Arranger Arrangers has any obligation to disclose any of such interests to the Borrower or its Affiliates. To the fullest extent permitted by law, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent and the Arranger Arrangers with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 4 contracts

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

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Credit Document), each of the Borrower Borrowers acknowledges and agrees, and acknowledges its Affiliates’ understanding, agrees that: (i) (Aa)(i) the arranging and other services regarding this Agreement provided by the Administrative Agent and the Arranger Arranger, are arm’s-length commercial transactions between the Borrower Borrowers and its their Affiliates, on the one hand, and the Administrative Agent and the Arranger, on the other hand, (Bii) the Borrower has Borrowers have consulted its their own legal, accounting, regulatory and tax advisors to the extent it has the Borrowers have deemed appropriate, and (Ciii) the Borrower is Borrowers are capable of evaluating, and understands understand and acceptsaccept, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Credit Documents; (iib) (Ai) the Administrative Agent and the Arranger each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for any of the Borrower Borrowers or any of its their Affiliates, or any other Person and (Bii) neither the Administrative Agent nor the Arranger has any obligation to any of the Borrower Borrowers or any of its their Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Credit Documents; and (iiic) the Administrative Agent and the Arranger and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower Borrowers and its their Affiliates, and neither the Administrative Agent nor the Arranger has any obligation to disclose any of such interests to the Borrower Borrowers or its their Affiliates. To the fullest extent permitted by lawLaw, the each Borrower hereby waives and releases any claims that it may have against the Administrative Agent and the Arranger with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 4 contracts

Samples: Credit Agreement (Lazydays Holdings, Inc.), Credit Agreement (Lazydays Holdings, Inc.), Credit Agreement (Lazydays Holdings, Inc.)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Parent Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent and the Arranger Arrangers are arm’s-length commercial transactions between the Parent Borrower and its Affiliates, on the one hand, and the Administrative Agent and the Arranger, Arrangers on the other hand, (B) the Parent Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Parent Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent and the each Arranger each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Parent Borrower or any of its Affiliates, or any other Person and (B) neither the Administrative Agent nor the any Arranger has any obligation to the Parent Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent and the Arranger Arrangers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Parent Borrower and its Affiliates, and neither the Administrative Agent nor the any Arranger has any obligation to disclose any of such interests to the Parent Borrower or its Affiliates. To the fullest extent permitted by law, the Parent Borrower hereby waives and releases any claims that it may have against the Administrative Agent and the Arranger Arrangers with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 4 contracts

Samples: Credit Agreement (VWR Corp), Credit Agreement (VWR Funding, Inc.), Credit Agreement (VWR Corp)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates' understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent and the Arranger are arm’sarm's-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent and the Arranger, on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent and the Arranger each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and (B) neither the Administrative Agent nor the Arranger has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent and Agent, the Arranger and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither the Administrative Agent nor the Arranger has any obligation to disclose any of such interests to the Borrower or its Affiliates. To the fullest extent permitted by law, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent and the Arranger with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 4 contracts

Samples: Credit Agreement (Tanger Properties LTD Partnership /Nc/), Bridge Term Loan Agreement (Tanger Properties LTD Partnership /Nc/), Credit Agreement (Tanger Properties LTD Partnership /Nc/)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the each Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, agrees that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent and the Arranger Arrangers are arm’s-length commercial transactions between the such Borrower and its Affiliates, on the one hand, and the Administrative Agent and the ArrangerArrangers, on the other hand, (B) the each Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the such Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent and the each Arranger each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the such Borrower or any of its Affiliates, or any other Person and (B) neither the Administrative Agent nor the any Arranger has any obligation to the such Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan DocumentsDocuments and as otherwise agreed in writing by the relevant parties; and (iii) the Administrative Agent and the Arranger Arrangers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the such Borrower and its Affiliates, and neither the Administrative Agent nor the any Arranger has any obligation to disclose any of such interests to the such Borrower or its Affiliates. To the fullest extent permitted by law, each of the Borrower Borrowers hereby waives and releases any claims that it may have against the Administrative Agent and the Arranger Arrangers with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 4 contracts

Samples: Credit Agreement (Greif, Inc), Credit Agreement (Greif Inc), Credit Agreement (Greif Inc)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent and the Arranger Arrangers are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent and the ArrangerArrangers, on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent and the Arranger Arrangers each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and (B) neither the Administrative Agent nor the Arranger Arrangers has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent and the Arranger Arrangers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither the Administrative Agent nor the Arranger Arrangers has any obligation to disclose any of such interests to the Borrower or its Affiliates. To the fullest extent permitted by law, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent and the Arranger Arrangers with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 4 contracts

Samples: Credit Agreement (Ashland Inc.), Interim Credit Agreement (Ashland Inc.), Credit Agreement (Ashland Inc.)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction Transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent and the Arranger Lenders are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent Agent, the Lenders and the Arrangertheir Affiliates, on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions Transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent and the Arranger each is Lenders are and has have been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has have not been, is are not, and will not be acting as an advisoradvisors, agent agents or fiduciary fiduciaries for the Borrower or any of its Affiliates, or any other Person and (B) neither the Administrative Agent nor Agent, the Arranger has any Lenders and their Affiliates have no obligation to the Borrower or any of its Affiliates with respect to the transactions Transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent and Agent, the Arranger Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither the Administrative Agent nor Agent, the Arranger has any Lenders and their Affiliates have no obligation to disclose any of such interests to the Borrower or and its Affiliates. To the fullest extent permitted by lawLaw, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent Agent, the Lenders and the Arranger their Affiliates with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction Transaction contemplated hereby.

Appears in 4 contracts

Samples: Credit Agreement (Tennessee Valley Authority), Credit Agreement (Tennessee Valley Authority), Credit Agreement (Tennessee Valley Authority)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its AffiliatesSubsidiaries’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent and the Arranger Arrangers are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent and the ArrangerArrangers, on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent and the Arranger Arrangers each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and (B) neither the Administrative Agent nor the any Arranger has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent and the Arranger Arrangers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither the Administrative Agent nor the any Arranger has any obligation to disclose any of such interests to the Borrower or its Affiliates. To the fullest extent permitted by law, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent and the any Arranger with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 3 contracts

Samples: Credit Agreement (White Mountains Insurance Group LTD), Credit Agreement (White Mountains Insurance Group LTD), Credit Agreement (White Mountains Insurance Group LTD)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, agrees that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent and the Arranger Arrangers are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent and the ArrangerArrangers, on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent and each of the Arranger each Arrangers is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and (B) neither the Administrative Agent nor either of the Arranger Arrangers has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent and the Arranger Arrangers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither the Administrative Agent nor either of the Arranger Arrangers has any obligation to disclose any of such interests to the Borrower or its Affiliates. To the fullest extent permitted by law, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent and the Arranger Arrangers with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 3 contracts

Samples: Credit Agreement (Aecom Technology Corp), Credit Agreement (Aecom Technology Corp), Credit Agreement (Aecom Technology Corp)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent and the Arranger Arrangers are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent and the ArrangerArrangers, on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent and the Arranger Arrangers each is are and has have been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and (B) neither the Administrative Agent nor the Arranger has Arrangers have any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent and the Arranger and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither the Administrative Agent nor the Arranger has Arrangers have any obligation to disclose any of such interests to the Borrower or its Affiliates. To the fullest extent permitted by law, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent and the Arranger Arrangers with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 3 contracts

Samples: Credit Agreement (Coinstar Inc), Credit Agreement (Coinstar Inc), Credit Agreement (Coinstar Inc)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Credit Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent and the Arranger are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent and the Arranger, on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Credit Documents; (ii) (A) the Administrative Agent and the Arranger each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and (B) neither the Administrative Agent nor the Arranger has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Credit Documents; and (iii) the Administrative Agent and the Arranger and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither the Administrative Agent nor the Arranger has any obligation to disclose any of such interests to the Borrower or its Affiliates. To the fullest extent permitted by law, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent and the Arranger with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 3 contracts

Samples: Credit Agreement (Stone Energy Corp), Credit Agreement (Stone Energy Corp), Credit Agreement (Stone Energy Corp)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction transactions contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, agrees that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent Agent, the Arrangers and the Arranger Lenders are arm’s-length commercial transactions between the Borrower and its AffiliatesBorrower, on the one hand, and the Administrative Agent Agent, the Arrangers and the ArrangerLenders, on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent Agent, each Arranger and the Arranger each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and (B) neither none of the Administrative Agent nor the Arranger Agent, Arrangers or Lenders has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent Agent, the Arrangers and the Arranger Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither none of the Administrative Agent nor the Arranger Agent, Arrangers or Lenders has any obligation to disclose any of such interests to the Borrower or its Affiliates. To the fullest extent permitted by law, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent Agent, the Arrangers and the Arranger Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated herebyhereby other than a breach of the confidentiality provisions set forth in Section 8.14.

Appears in 3 contracts

Samples: Term Loan Agreement (PACIFIC GAS & ELECTRIC Co), Term Loan Agreement (PG&E Corp), Term Loan Agreement (PACIFIC GAS & ELECTRIC Co)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the each Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, agrees that: (i) (Aa)(i) the arranging and other services regarding this Agreement provided by the Administrative Agent and the Arranger Arrangers are arm’s-length commercial transactions between the Borrower Borrowers and its their respective Affiliates, on the one hand, and the Administrative Agent and the ArrangerArrangers, on the other hand, (Bii) the Borrower has Borrowers have consulted its their own legal, accounting, regulatory and tax advisors to the extent it has they have deemed appropriate, and (Ciii) the Borrower is Borrowers are capable of evaluating, and understands understand and acceptsaccept, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (iib)(i) (A) each of the Administrative Agent and the each Arranger each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the any Borrower or any of its Affiliates, or any other Person Person, and (Bii) neither the Administrative Agent and nor the any Arranger has any obligation to the any Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iiic) each of the Administrative Agent and the each Arranger and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower Borrowers and its their respective Affiliates, and neither the Administrative Agent nor the any Arranger has any obligation to disclose any of such interests to the Borrower Borrowers or its their respective Affiliates. To the fullest extent permitted by law, the Borrower Borrowers hereby waives waive and releases release any claims that it the Borrowers may have against the Administrative Agent and the or any Arranger with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 3 contracts

Samples: Credit Agreement (Perkinelmer Inc), Credit Agreement (Revvity, Inc.), Credit Agreement (Perkinelmer Inc)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent and the each Arranger are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent and the Arranger, each Arranger on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent and the Arranger each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and (B) neither the Administrative Agent nor the any Arranger has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent and the Arranger Arrangers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither the Administrative Agent nor the any Arranger has any obligation to disclose any of such interests to the Borrower or its Affiliates. To the fullest extent permitted by law, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent and the Arranger Arrangers with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 3 contracts

Samples: Term Loan Agreement (Panera Bread Co), Term Loan Agreement (Panera Bread Co), Credit Agreement (Panera Bread Co)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower each Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (ia) (Ai) the arranging and other services regarding this Agreement provided by the Administrative Agent and the Arranger Arrangers are arm’s-length commercial transactions between the Borrower each Loan Party and its their respective Affiliates, on the one hand, and the Administrative Agent and the ArrangerArrangers, on the other hand, (Bii) the Borrower each Loan Party has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (Ciii) the Borrower each Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (iib) (A) the Administrative Agent and the Arranger Arrangers each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower any Loan Party or any of its their respective Affiliates, or any other Person and (B) neither the Administrative Agent nor the Arranger Arrangers has any obligation to the Borrower any Loan Party or any of its their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iiic) the Administrative Agent and the Arranger Arrangers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower Loan Parties and its their respective Affiliates, and neither the Administrative Agent nor the Arranger Arrangers has any obligation to disclose any of such interests to the Borrower any Loan Party or its any of their respective Affiliates. To the fullest extent permitted by law, the Borrower each Loan Party hereby waives and releases any claims that it may have against the Administrative Agent and the Arranger Arrangers with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 3 contracts

Samples: Credit Agreement (Fortress Investment Group LLC), Credit Agreement (Fortress Investment Group LLC), Credit Agreement (Fortress Investment Group LLC)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the each Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, agrees that: (i) (Ai)(A) the arranging and other services regarding this Agreement provided by the Administrative Agent Agent, the Arranger and the Arranger Lenders are arm’s-length commercial transactions between the Borrower Borrowers and its their Affiliates, on the one hand, and the Administrative Agent Agent, the Arranger and the ArrangerLenders, on the other hand, (B) the each Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the each Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (iiii)(A) (A) each of the Administrative Agent the Arranger and the Arranger each Lenders is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the any Borrower or any of its Affiliates, or any other Person and (B) neither the Administrative Agent nor Agent, the Arranger nor any Lender has any obligation to the any Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent and Agent, the Arranger and each of the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower Borrowers and its their Affiliates, and neither the Administrative Agent nor Agent, the Arranger nor any Lender has any obligation to disclose any of such interests to the Borrower Borrowers or its their Affiliates. To the fullest extent permitted by law, the each Borrower hereby waives and releases any claims that it may have against the Administrative Agent and Agent, the Arranger and each of the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 3 contracts

Samples: Credit Agreement (Arcbest Corp /De/), Credit Agreement (Arcbest Corp /De/), Credit Agreement (Arcbest Corp /De/)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, agrees that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent Agent, the Arranger and the Arranger Lenders are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent Agent, the Arranger and the ArrangerLenders, on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent and Agent, the Arranger and each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and (B) neither the Administrative Agent nor Agent, the Arranger nor any Lender has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent Agent, the Arranger and the Arranger Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither the Administrative Agent nor Agent, the Arranger nor any Lender has any obligation to disclose any of such interests to the Borrower or its Affiliates. To the fullest extent permitted by law, the Borrower hereby waives and releases agrees not to assert any claims that it may have against the Administrative Agent and Agent, the Arranger or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 3 contracts

Samples: Term Loan Credit Agreement (Cboe Global Markets, Inc.), Term Loan Credit Agreement (Cboe Global Markets, Inc.), Term Loan Credit Agreement (Cboe Global Markets, Inc.)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, agrees that: (i) (Ai)(A) the arranging and other services regarding this Agreement provided by the Administrative Agent and the Arranger Arrangers are arm’s-length commercial transactions between the such Borrower and its Affiliates, on the one hand, and the Administrative Agent and the Arrangerother Arrangers, on the other hand, (Bb) the such Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the such Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (Aii)(A) the Administrative Agent and the each other Arranger each is and has been acting solely as a principal with respect to the Borrower or any of its Affiliates and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the such Borrower or any of its Affiliates, or any other Person and (B) neither the Administrative Agent Agent, nor the any other Arranger has any obligation to the such Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent and the Arranger other Arrangers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the such Borrower and its Affiliates, and neither the Administrative Agent Agent, nor the Arranger any other Lead Arranger, has any obligation to disclose any of such interests to the Borrower or its Affiliates. To the fullest extent permitted by law, each of the Borrower Borrowers hereby waives and releases any claims that it may have against the Administrative Agent and the Arranger other Arrangers with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 3 contracts

Samples: Credit Agreement (Alliant Techsystems Inc), Credit Agreement (Alliant Techsystems Inc), Credit Agreement (Alliant Techsystems Inc)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction Transaction contemplated hereby hereby, the Borrower and Holdings each acknowledge and agree, and acknowledge their respective Affiliates’ understanding, that: (i) the credit facilities provided for hereunder and any related arranging or other services in connection therewith (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent and the Arranger are an arm’s-length commercial transactions transaction between the Borrower Borrower, Holdings and its their respective Affiliates, on the one hand, and the Administrative Agent and the ArrangerArrangers, on the other hand, (B) and each of the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower Holdings is capable of evaluating, evaluating and understanding and understands and accepts, accepts the terms, risks and conditions of the transactions Transaction contemplated hereby and by the other Loan DocumentsDocuments (including any amendment, waiver or other modification hereof or thereof); (ii) (A) in connection with the process leading to such transaction, the Administrative Agent and each of the Arranger each Arrangers is and has been acting solely as a principal and, except as expressly agreed in writing by and is not the relevant parties, has not been, is not, and will not be acting as an financial advisor, agent or fiduciary, for the Borrower, Holdings or any of their respective Affiliates, stockholders, creditors or employees or any other Person; (iii) none of the Administrative Agent or either of the Arrangers has assumed or will assume an advisory, agency or fiduciary for responsibility in favor of the Borrower or Holdings with respect to the Transaction contemplated hereby or the process leading thereto, including with respect to any amendment, waiver or other modification hereof or of its Affiliates, or any other Person and Loan Document (B) neither irrespective of whether the Administrative Agent nor or the Arranger Arrangers has advised or is currently advising the Borrower, Holdings or any of their respective Affiliates on other matters) and none of the Administrative Agent or either of the Arrangers has any obligation to the Borrower Borrower, Holdings or any of its their respective Affiliates with respect to the transactions Transaction contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iiiiv) the Administrative Agent and the Arranger Arrangers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower Borrower, Holdings and its their respective Affiliates, and neither none of the Administrative Agent nor or either of the Arranger Arrangers has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Administrative Agent and the Arrangers have not provided and will not provide any legal, accounting, regulatory or tax advice with respect to the Transaction contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) and each of the Borrower or and Holdings has consulted its Affiliatesown legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate. To Each of the Borrower and Holdings hereby waives and releases, to the fullest extent permitted by law, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent and the Arranger Arrangers with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated herebyduty.

Appears in 3 contracts

Samples: Credit Agreement (Spansion Inc.), Revolving Credit Agreement (Spansion Inc.), Credit Agreement (Spansion Inc.)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent Agents and the Arranger Arrangers are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent Agents and the Arranger, Arrangers on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative each Agent and the each Arranger each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and (B) neither the Administrative any Agent nor the any Arranger has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent Agents and the Arranger Arrangers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither the Administrative any Agent nor the any Arranger has any obligation to disclose any of such interests to the Borrower or its Affiliates. To the fullest extent permitted by law, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent Agents and the Arranger Arrangers with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 3 contracts

Samples: Term Loan Agreement (CDW Finance Corp), Guarantee and Collateral Agreement (CDW Finance Corp), Term Loan Agreement (CDW Finance Corp)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent and the Arranger Lead Arrangers are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent and the ArrangerLead Arrangers, on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent and the Arranger each is Lead Arrangers are and has have been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and (B) neither the Administrative Agent nor the Arranger has Lead Arrangers have any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent and the Arranger Lead Arrangers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither the Administrative Agent nor the Arranger has Lead Arrangers have any obligation to disclose any of such interests to the Borrower or its Affiliates. To the fullest extent permitted by law, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent and the Arranger Lead Arrangers with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 3 contracts

Samples: Credit Agreement (Avient Corp), Credit Agreement (Polyone Corp), Credit Agreement (Polyone Corp)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent and the Arranger Arrangers are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent and the each Arranger, on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent and the each Arranger each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and (B) neither the Administrative Agent nor the any Arranger has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent and the Agent, each Arranger and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither the Administrative Agent nor the any Arranger has any obligation to disclose any of such interests to the Borrower or its Affiliates. To the fullest extent permitted by law, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent and the or any Arranger with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 3 contracts

Samples: Term Loan Agreement (Tanger Properties LTD Partnership /Nc/), Term Loan Agreement (Tanger Properties LTD Partnership /Nc/), Term Loan Agreement (Tanger Properties LTD Partnership /Nc/)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Financing Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (a) (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent and the Arranger Lenders are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent and the ArrangerLenders, on the other hand, (Bii) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (Ciii) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Financing Documents; (iib) (Ai) each of the Administrative Agent and the Arranger each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and (Bii) neither the Administrative Agent nor the Arranger any Lender has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Financing Documents; and (iiic) the Administrative Agent and the Arranger Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither the Administrative Agent nor the Arranger any Lender has any obligation to disclose any of such interests to the Borrower or its Affiliates. To the fullest extent permitted by lawLaws, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent and the Arranger or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 3 contracts

Samples: Loan Agreement (Vivint Solar, Inc.), Loan Agreement (Vivint Solar, Inc.), Loan Agreement (Vivint Solar, Inc.)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the each Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent and the Arranger Arranger, are arm’s-length commercial transactions between the such Borrower and its Affiliates, on the one hand, and the Administrative Agent and the Arranger, on the other hand, (B) the such Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the such Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent and the Arranger each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the such Borrower or any of its Affiliates, or any other Person and (B) neither the Administrative Agent nor the Arranger has any obligation to the such Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent and the Arranger and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the such Borrower and its Affiliates, and neither the Administrative Agent nor the Arranger has any obligation to disclose any of such interests to the Borrower or its Affiliates. To the fullest extent permitted by lawLaw, each of the Borrower Borrowers hereby waives and releases any claims that it may have against the Administrative Agent and the Arranger with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 3 contracts

Samples: Credit Agreement (Amerigon Inc), Credit Agreement (Amerigon Inc), Credit Agreement (GENTHERM Inc)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent and the Arranger Arrangers are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent and the Arranger, Arrangers on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative each Agent and the each Arranger each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and (B) neither the Administrative any Agent nor the any Arranger has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent and the Arranger Arrangers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither the Administrative any Agent nor the any Arranger has any obligation to disclose any of such interests to the Borrower or its Affiliates. To the fullest extent permitted by law, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent and the Arranger Arrangers with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 3 contracts

Samples: Revolving Loan Credit Agreement (CDW Corp), Revolving Loan Credit Agreement (CDW Finance Corp), Intercreditor Agreement (CDW Finance Corp)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby hereby, the Borrowers acknowledge and agree, and acknowledges their Affiliates’ understanding, that: (i) the credit facility provided for hereunder and any related arranging or other services in connection therewith (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent and the Arranger are an arm’s-length commercial transactions transaction between the Borrower Borrowers, each other Loan Party and its their respective Affiliates, on the one hand, and the Administrative Agent and the Arranger, on the other hand, (B) the and each Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower each other Loan Party is capable of evaluating, evaluating and understanding and understands and accepts, accepts the terms, risks and conditions of the transactions contemplated hereby and by the other Loan DocumentsDocuments (including any amendment, waiver or other modification hereof or thereof); (ii) (A) in connection with the process leading to such transaction, the Administrative Agent and the Arranger each is and has been acting solely as a principal and, except as expressly agreed in writing by and is not the relevant parties, has not been, is not, and will not be acting as an financial advisor, agent or fiduciary fiduciary, for the Borrower Borrowers, any other Loan Party or any of its their respective Affiliates, stockholders, creditors or employees or any other Person Person; (iii) neither the Administrative Agent nor the Arranger has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Borrowers or any other Loan Party with respect to any of the transactions contemplated hereby or the process leading thereto, including with respect to any amendment, waiver or other modification hereof or of any other Loan Document (irrespective of whether the Administrative Agent or the Arranger has advised or is currently advising the Borrowers, any other Loan Party or any of their respective Affiliates on other matters) and (B) neither the Administrative Agent nor the Arranger has any obligation to the Borrower Borrowers, any other Loan Party or any of its their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iiiiv) the Administrative Agent and the Arranger and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower Borrowers, the other Loan Parties and its their respective Affiliates, and neither the Administrative Agent nor the Arranger has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Administrative Agent and the Arranger have not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) and each of the Borrowers and the other Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the Borrower or its Affiliatesextent it has deemed appropriate. To Each of the Borrowers hereby waives and releases, to the fullest extent permitted by law, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent and the Arranger with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated herebyduty.

Appears in 3 contracts

Samples: Credit Agreement (Highwoods Realty LTD Partnership), Credit Agreement (Highwoods Realty LTD Partnership), Term Loan Agreement (Highwoods Realty LTD Partnership)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent and the Arranger Arrangers, are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent and the ArrangerArrangers, on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent and the Arranger Arrangers each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and (B) neither the Administrative Agent nor the Arranger Arrangers has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent and the Arranger Arrangers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither the Administrative Agent nor the Arranger Arrangers has any obligation to disclose any of such interests to the Borrower or its Affiliates. To the fullest extent permitted by law, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent and the Arranger Arrangers with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 3 contracts

Samples: Credit Agreement (Gentiva Health Services Inc), Credit Agreement (Gentiva Health Services Inc), Credit Agreement (Gentiva Health Services Inc)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, agrees and acknowledges its Affiliates’ understanding, that: understanding that (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent and and/or the Arranger Lenders are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent and the ArrangerLenders, on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluatingevaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) each of the Administrative Agent and the Arranger each Lenders is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person Person, and (B) neither the Administrative Agent nor the Arranger any Lender has any obligation to the Borrower or any of its Affiliates with respect to the transactions transaction contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent and Agent, the Arranger Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither each of the Administrative Agent nor and the Arranger Lenders has any no obligation to disclose any of such interests to the Borrower or any of its Affiliates. To the fullest extent permitted by law, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent and the Arranger or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 3 contracts

Samples: Revolving Credit Agreement (Heico Corp), Revolving Credit Agreement (Heico Corp), Revolving Credit Agreement (Heico Corp)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby hereby, each Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (a) the credit facilities provided for hereunder and any related arranging or other services in connection therewith (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent and the Arranger are an arm’s-length commercial transactions transaction between the Borrower Borrowers, the other Loan Parties and its their respective Affiliates, on the one hand, and the Administrative Agent and the ArrangerArrangers, on the other hand, (B) and the Borrower has consulted its own legal, accounting, regulatory Borrowers and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is other Loan Parties are capable of evaluating, evaluating and understands understanding and accepts, understand and accept the terms, risks and conditions of the transactions contemplated hereby and by the other Loan DocumentsDocuments (including any amendment, waiver or other modification hereof or thereof); (iib) (A) in connection with the process leading to such transaction, the Administrative Agent and the each Arranger each is and has been acting solely as a principal and, except as expressly agreed in writing by and is not the relevant parties, has not been, is not, and will not be acting as an financial advisor, agent or fiduciary for any of the Borrower Borrowers, any other Loan Parties or any of its their respective Affiliates, stockholders, creditors or employees or any other Person and Person; (Bc) neither the Administrative Agent nor any Arranger has assumed or will assume an advisory, agency or fiduciary responsibility in favor of any Borrower or any other Loan Party with respect to any of the transactions contemplated hereby or the process leading thereto, including with respect to any amendment, waiver or other modification hereof or of any other Loan Document (irrespective of whether the Administrative Agent or any Arranger has advised or is currently advising any of the Borrowers, the other Loan Parties or their respective Affiliates on other matters) and neither the Administrative Agent nor any Arranger has any obligation to the Borrower or any of its the Borrowers, the other Loan Parties or their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iiid) the Administrative Agent and the Arranger Arrangers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower Borrowers, the other Loan Parties and its their respective Affiliates, and neither the Administrative Agent nor the any Arranger has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (e) the Administrative Agent and the Arrangers have not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) and each Borrower and each other Loan Party has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate. Each Borrower or its Affiliates. To and each other Loan Party hereby waives and releases, to the fullest extent permitted by law, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent and the Arranger Arrangers with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated herebyduty.

Appears in 3 contracts

Samples: Credit Agreement (Wiley John & Sons, Inc.), Credit Agreement (Wiley John & Sons, Inc.), Credit Agreement (Wiley John & Sons, Inc.)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the each Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (Aa)(i) the arranging and other services regarding this Credit Agreement provided by the Administrative Agent and the Arranger Arranger, are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent and the Arranger, on the other hand, ; (Bii) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, ; and (Ciii) the Borrower is capable of evaluating, and understands understand and acceptsaccept, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (Ab)(i) the Administrative Agent and the Arranger each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person Person; and (Bii) neither the Administrative Agent nor the Arranger has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iiic) the Administrative Agent and the Arranger and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither the Administrative Agent nor the Arranger has any obligation to disclose any of such interests to the Borrower or any of its Affiliates. To the fullest extent permitted by law, the Borrower hereby waives and releases any claims that it they may have against the Administrative Agent and the Arranger with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 3 contracts

Samples: Revolving Credit Agreement (Lafayette Square Empire BDC, Inc.), Revolving Credit Agreement (Lafayette Square USA, Inc.), Revolving Credit Agreement (Lafayette Square USA, Inc.)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent and the Arranger Lenders are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent and the ArrangerLenders, on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) each of the Administrative Agent and the Arranger each Lenders is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and (B) neither the Administrative Agent nor any of the Arranger Lenders has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent and Agent, the Arranger Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither the Administrative Agent nor any of the Arranger Lenders has any obligation to disclose any of such interests to the Borrower or its Affiliates. To the fullest extent permitted by law, the Borrower hereby waives agrees and releases covenants that it will not make any claims that it may have against the Administrative Agent and the Arranger Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 3 contracts

Samples: Credit Agreement (Walgreens Boots Alliance, Inc.), Revolving Credit Agreement (Walgreens Boots Alliance, Inc.), Revolving Credit Agreement (Walgreens Boots Alliance, Inc.)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the each Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, agrees that: (i) (Ai)(A) the arranging and other services regarding this Agreement provided by the Administrative Agent Agent, the Lenders and the Arranger Arrangers are arm’s-length commercial transactions between the such Borrower and its Affiliates, on the one hand, and the Administrative Agent Agent, the Lenders and the ArrangerArrangers, on the other hand, (B) the such Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the such Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (Aii)(A) the Administrative Agent Agent, each Lender and the each Arranger each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the such Borrower or any of its Affiliates, or any other Person and (B) neither the Administrative Agent nor the any Lender or Arranger has any obligation to the such Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent Agent, each Lender and the each Arranger and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the such Borrower and its Affiliates, and neither the Administrative Agent nor the any Lender or Arranger has any obligation to disclose any of such interests to the such Borrower or its Affiliates. To the fullest extent permitted by law, the each Borrower hereby waives and releases any claims that it may have against the Administrative Agent Agent, each Lender and the each Arranger with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 3 contracts

Samples: Credit Agreement (Commercial Metals Co), Credit Agreement (Commercial Metals Co), Credit Agreement (Commercial Metals Co)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby hereby, the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) the credit facilities provided for hereunder and any related arranging or other services in connection therewith (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent and the Arranger are an arm’s-length commercial transactions transaction between the Borrower and its Affiliates, on the one hand, and the Administrative Agent Agent, the Collateral Agent, the Arrangers and the ArrangerLenders, on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating, evaluating and understanding and understands and accepts, accepts the terms, risks and conditions of the transactions contemplated hereby and by the other Loan DocumentsDocuments (including any amendment, waiver or other modification hereof or thereof); (ii) (A) in connection with the process leading to such transaction, the Administrative Agent, the Collateral Agent and the Arranger each is Arrangers are and has have been acting solely as a principal and, except as expressly agreed in writing by and are not the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, stockholders, creditors or employees or any other Person and Person; (Biii) neither the Administrative Agent, the Collateral Agent nor any Arranger has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Borrower with respect to any of the transactions contemplated hereby or the process leading thereto, including with respect to any amendment, waiver or other modification hereof or of any other Loan Document (irrespective of whether the Administrative Agent, the Collateral Agent or any Arranger has advised or is currently advising the Borrower or any of its Affiliates on other matters) and neither the Administrative Agent, the Collateral Agent nor any Arranger has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iiiiv) the Administrative Agent, the Collateral Agent and the Arranger Arrangers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither the Administrative Agent, the Collateral Agent nor the any Arranger has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Administrative Agent, the Collateral Agent and the Arrangers have not provided and will not provide any legal, accounting, regulatory or Tax advice with respect to any of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) and the Borrower has consulted its own legal, accounting, regulatory and Tax advisors to the extent it has deemed appropriate. The Borrower or its Affiliates. To hereby waives and releases, to the fullest full extent permitted by law, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent, the Collateral Agent and the Arranger Arrangers with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated herebyduty.

Appears in 3 contracts

Samples: Term Loan Credit Agreement (MKS Instruments Inc), Term Loan Credit Agreement (MKS Instruments Inc), Security Agreement (MKS Instruments Inc)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its controlled Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent and the Arranger Arrangers, are arm’s-length commercial transactions between the Borrower and its controlled Affiliates, on the one hand, and the Administrative Agent and the ArrangerArrangers, on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent and the Arranger Arrangers each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its controlled Affiliates, or any other Person and (B) neither the Administrative Agent nor the Arranger Arrangers has any obligation to the Borrower or any of its controlled Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent and the Arranger Arrangers and their respective its Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its controlled Affiliates, and neither the Administrative Agent nor the Arranger Arrangers has any obligation to disclose any of such interests to the Borrower or and its controlled Affiliates. To the fullest extent permitted by law, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent and the Arranger Arrangers with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 3 contracts

Samples: Credit Agreement (Williams Sonoma Inc), Credit Agreement (Williams Sonoma Inc), Credit Agreement (Williams Sonoma Inc)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction Transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of Holdings and the Borrower acknowledges and agrees, and acknowledges its AffiliatesSubsidiaries’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent Agent, the Arranger, the Syndication Agent, each Documentation Agent, the Issuing Bank and the Arranger Lenders are arm’s-length commercial transactions between Holdings and the Borrower and its AffiliatesBorrower, on the one hand, and the Administrative Agent Agent, the Arranger, the Syndication Agent, each Documentation Agent, the Issuing Bank and the ArrangerLenders, on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions Transactions contemplated hereby and by the other Loan Documents; (ii) (A) each of the Administrative Agent Agent, the Arranger, the Syndication Agent, each Documentation Agent, the Issuing Bank and the Arranger each Lenders is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower Holdings or any of its AffiliatesSubsidiaries, or any other Person in connection with the Loan Documents and (B) neither the Administrative Agent Agent, the Arranger, the Syndication Agent, any Documentation Agent, the Issuing Bank nor the Arranger any Lender has any obligation to Holdings or the Borrower or any of its Affiliates with respect to the transactions Transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent Agent, the Arranger, the Syndication Agent, each Documentation Agent, the Issuing Bank and the Arranger Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of Holdings and the Borrower and its AffiliatesBorrower, and neither the Administrative Agent Agent, the Arranger, the Syndication Agent, any Documentation Agent, the Issuing Bank nor the Arranger any Lender has any obligation to disclose any of such interests to Holdings or the Borrower or its Affiliates. To the fullest extent permitted by law, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent and the Arranger with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated herebyBorrower.

Appears in 3 contracts

Samples: Revolving Credit Agreement (CF Industries Holdings, Inc.), Revolving Credit Agreement (CF Industries Holdings, Inc.), Revolving Credit Agreement (CF Industries Holdings, Inc.)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby hereby, the Borrower and each other Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) the credit facilities provided for hereunder and any related arranging or other services in connection therewith (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent and the Arranger are an arm’s-length commercial transactions transaction between the Borrower Borrower, each other Loan Party and its their respective Affiliates, on the one hand, and the Administrative Agent and the each Arranger, on the other hand, (B) and the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower each other Loan Party is capable of evaluating, evaluating and understanding and understands and accepts, accepts the terms, risks and conditions of the transactions contemplated hereby and by the other Loan DocumentsDocuments (including any amendment, waiver or other modification hereof or thereof); (ii) (A) in connection with the process leading to such transaction, the Administrative Agent and the each Arranger each is and has been acting solely as a principal and, except as expressly agreed in writing by and is not the relevant parties, has not been, is not, and will not be acting as an financial advisor, agent or fiduciary fiduciary, for the Borrower Borrower, any other Loan Party or any of its their respective Affiliates, stockholders, creditors or employees or any other Person and Person; (Biii) neither the Administrative Agent nor any Arranger has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Borrower or any other Loan Party with respect to any of the transactions contemplated hereby or the process leading thereto, including with respect to any amendment, waiver or other modification hereof or of any other Loan Document (irrespective of whether the Administrative Agent or any Arranger has advised or is currently advising the Borrower, any other Loan Party or any of their respective Affiliates on other matters) and neither the Administrative Agent nor any Arranger has any obligation to the Borrower Borrower, any other Loan Party or any of its their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iiiiv) the Administrative Agent and the Arranger Arrangers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower Borrower, the other Loan Parties and its their respective Affiliates, and neither the Administrative Agent nor the any Arranger has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Administrative Agent and the Arrangers have not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) and each of the Borrower and the other Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate. Each of the Borrower or its Affiliates. To and the other Loan Parties hereby waives and releases, to the fullest extent permitted by law, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent and the Arranger Arrangers with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated herebyduty.

Appears in 2 contracts

Samples: Credit Agreement (Health Care Property Investors Inc), Credit Agreement (Health Care Property Investors Inc)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent and the Arranger Arrangers are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent and the ArrangerArrangers, on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, appropriate and (C) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent and the Arranger Arrangers each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and (B) neither the Administrative Agent nor the Arranger Arrangers has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent and the Arranger Arrangers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither the Administrative Agent nor the Arranger Arrangers has any obligation to disclose any of such interests to the Borrower or its Affiliates. To the fullest extent permitted by law, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent and the Arranger Arrangers with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 2 contracts

Samples: Credit Agreement (Ashland Inc.), Credit Agreement (Ashland Inc.)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower each Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, agrees that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent Agents and the Arranger Joint Lead Arrangers are arm’s-length commercial transactions between the Borrower Loan Parties and its their respective Affiliates, on the one hand, and the Administrative Agent and the ArrangerJoint Lead Arrangers, on the other hand, (B) the Borrower each Loan Party has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, appropriate and (C) the Borrower each Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative each Agent and the each Joint Lead Arranger each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower Loan Parties or any of its their respective Affiliates, or any other Person and (B) neither the Administrative Agent nor the any Joint Lead Arranger has any obligation to any of the Borrower Loan Parties or any of its their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent and the Arranger Joint Lead Arrangers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower each Loan Party and its their respective Affiliates, and neither the Administrative no Agent nor the or Joint Lead Arranger has any obligation to disclose any of such interests to the Borrower Loan Parties or its their respective Affiliates. To the fullest extent permitted by law, the Borrower each Loan Party hereby waives and releases any claims that it may have against the Administrative Agent Agents and the Arranger Joint Lead Arrangers with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 2 contracts

Samples: Bridge Loan Agreement (Lyondell Chemical Co), Bridge Loan Agreement (Lyondell Chemical Co)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, agrees and acknowledges its Affiliates’ understanding, that: understanding that (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent and and/or the Arranger Lenders are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent and the ArrangerLenders, on the other hand, (B) the Borrower has consulted its their own legal, accounting, regulatory and tax advisors to the extent it has they have deemed appropriate, and (C) the Borrower is capable of evaluatingevaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) each of the Administrative Agent and the Arranger each Lenders is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person Person, and (B) neither the Administrative Agent nor the Arranger any Lender has any obligation to the Borrower or any of its their Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent and Agent, the Arranger Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither each of the Administrative Agent nor and the Arranger Lenders has any no obligation to disclose any of such interests to the Borrower or its any of their respective Affiliates. To the fullest extent permitted by law, the Borrower hereby waives waives, releases and releases agrees not to assert any claims that it may have against the Administrative Agent and the Arranger or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 2 contracts

Samples: Term Loan Credit Agreement (Equifax Inc), Term Loan Credit Agreement (Equifax Inc)

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No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent and the each Arranger are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent and the each such Arranger, on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent and the each Arranger each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and (B) neither the Administrative Agent nor the either Arranger has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent and the each Arranger and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither the Administrative Agent nor the either Arranger has any obligation to disclose any of such interests to the Borrower or its Affiliates. To the fullest extent permitted by law, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent and the each Arranger with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 2 contracts

Samples: Credit Agreement (Broadcom Corp), Credit Agreement (Broadcom Corp)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, agrees that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent Agent, the Arrangers, and the Arranger Lenders are arm’s-length commercial transactions between the Borrower and its AffiliatesBorrower, on the one hand, and the Administrative Agent Agent, the Lenders and the each Arranger, on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent Agent. each Arranger and the Arranger Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and (B) neither the Administrative Agent Agent, any Arranger, nor the Arranger any Lender has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent and Agent, each Arranger, the Arranger Lenders, and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither the Administrative Agent Agent, any Arranger, nor the Arranger any Lender has any obligation to disclose any of such interests to the Borrower or its Affiliates. To the fullest extent permitted by law, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent Agent, any Arranger and the Arranger Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 2 contracts

Samples: Credit Agreement (Dayton Power & Light Co), Credit Agreement (Dayton Power & Light Co)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (Ai)(A) the arranging and other services regarding this Agreement provided by the Administrative Agent and the Arranger Lenders are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent and the ArrangerLenders, on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (Aii)(A) the Administrative Agent and the Arranger Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and (B) neither the Administrative Agent nor the Arranger any Lender has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent and Agent, the Arranger Lenders, and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither the Administrative Agent nor the Arranger any Lender has any obligation to disclose any of such interests to the Borrower or its Affiliates. To the fullest extent permitted by law, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent and the Arranger Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 2 contracts

Samples: Term Loan Credit Agreement (Nn Inc), Term Loan Credit Agreement (Nn Inc)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, agrees that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent and the Arranger Arrangers are arm’sarm's-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent and the Arrangerother Arrangers, on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent and the Arranger Arrangers each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and (B) neither the Administrative Agent nor the any Arranger has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent and the any Arranger and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither the Administrative Agent nor the any Arranger has any obligation to disclose any of such interests to the Borrower or its Affiliates. To the fullest extent permitted by law, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent and the Arranger Arrangers with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 2 contracts

Samples: Loan Agreement (Biogen Idec Inc.), Credit Agreement (Biogen Idec Inc.)

No Advisory or Fiduciary Responsibility. (a) In connection with all aspects of each transaction contemplated hereby hereby, each Credit Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that (i) the facilities provided for hereunder and any related arranging or other services in connection therewith (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent and the Arranger are an arm’s-length commercial transactions transaction between the Borrower and its Affiliates, on the one hand, and the Administrative Agent Agent, the Arranger and the ArrangerLenders, on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating, evaluating and understanding and understands and accepts, accepts the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; Documents (including any amendment, waiver or other modification hereof 110 59442126_10 or thereof), (ii) (A) in connection with the process leading to such transaction, each of the Administrative Agent Agent, the Arranger and the Arranger each Lenders is and has been acting solely as a principal and, except as expressly agreed in writing by and is not the relevant parties, has not been, is not, and will not be acting as an financial advisor, agent or fiduciary fiduciary, for the Borrower or any of its Affiliates, stockholders, creditors or employees or any other Person and Person, (Biii) neither none of the Administrative Agent nor Agent, the Arranger or the Lenders has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Borrower with respect to any of the transactions contemplated hereby or the process leading thereto, including with respect to any amendment, waiver or other modification hereof or of any other Loan Document (irrespective of whether the Arranger or any Lender has advised or is currently advising the Borrower or any of its Affiliates on other matters) and none of the Administrative Agent, the Arranger or the Lenders has any obligation to the Borrower or any of its Affiliates with respect to the financing transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and , (iiiiv) the Administrative Agent Arranger and the Arranger Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from from, and may conflict with, those of the Borrower and its Affiliates, and neither none of the Administrative Agent nor Agent, the Arranger or the Lenders has any obligation to disclose any of such interests to by virtue of any advisory, agency or fiduciary relationship and (v) the Borrower or its Affiliates. To the fullest extent permitted by lawAdministrative Agent, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent Arranger and the Arranger Lenders have not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any breach of the transactions contemplated hereby (including any amendment, waiver or alleged breach of agency other modification hereof or fiduciary duty in connection with any aspect of any transaction contemplated herebyother Loan Document) and the Credit Parties have consulted their own legal, accounting, regulatory and tax advisors to the extent they have deemed appropriate.

Appears in 2 contracts

Samples: Credit Agreement (Realpage Inc), Credit Agreement (Realpage Inc)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Credit Document), the Borrower each Credit Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent and the Arranger Arranger, are arm’s-length commercial transactions between among the Borrower and its AffiliatesCredit Parties, on the one hand, and the Administrative Agent and the Arranger, on the other hand, (B) the Borrower each Credit Party has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower each Credit Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Credit Documents; (ii) (A) the Administrative Agent and the Arranger each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower each Credit Party or any of its their respective Affiliates, or any other Person and (B) neither the Administrative Agent nor the Arranger has any obligation to the Borrower any Credit Party or any of its their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Credit Documents; and (iii) the Administrative Agent and the Arranger and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower any Credit Party and its their respective Affiliates, and neither the Administrative Agent nor the Arranger has any obligation to disclose any of such interests to the Borrower any Credit Party or its any of their respective Affiliates. To the fullest extent permitted by law, the Borrower any Credit Party hereby waives and releases any claims that it may have against the Administrative Agent and the Arranger with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 2 contracts

Samples: Credit Agreement (Stonemor Partners Lp), Credit Agreement (Stonemor Partners Lp)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby hereby, the Borrower and Holdings each acknowledge and agree, and acknowledge their respective Affiliates’ understanding, that: (i) the credit facility provided for hereunder and any related arranging or other services in connection therewith (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent and the Arranger are an arm’s-length commercial transactions transaction between the Borrower Borrower, Holdings and its their respective Affiliates, on the one hand, and the Administrative Agent and the ArrangerLead Arrangers, on the other hand, (B) and each of the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower Holdings is capable of evaluating, evaluating and understanding and understands and accepts, accepts the terms, risks and conditions of the transactions contemplated hereby and by the other Loan DocumentsDocuments (including any amendment, waiver or other modification hereof or thereof); (ii) (A) in connection with the process leading to such transaction, each of the Administrative Agent and the Arranger each Lead Arrangers is and has been acting solely as a principal and, except as expressly agreed in writing by and is not the relevant parties, has not been, is not, and will not be acting as an financial advisor, agent or fiduciary for the Borrower Borrower, Holdings or any of its their respective Affiliates, stockholders, creditors or employees or any other Person and Person; (Biii) neither the Administrative Agent nor any Lead Arranger has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Borrower or Holdings with respect to any of the transactions contemplated hereby or the process leading thereto, including with respect to any amendment, waiver or other modification hereof or of any other Loan Document (irrespective of whether the Administrative Agent or any Lead Arranger has advised or is currently advising the Borrower, Holdings or any of their respective Affiliates on other matters) and neither the Administrative Agent nor any Lead Arranger has any obligation to the Borrower Borrower, Holdings or any of its their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iiiiv) the Administrative Agent and the Arranger Lead Arrangers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower Borrower, Holdings and its their respective Affiliates, and neither the Administrative Agent nor the any Lead Arranger has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Administrative Agent and the Lead Arrangers have not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) and each of the Borrower and Holdings has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate. Each of the Borrower or its Affiliates. To and Holdings hereby waives and releases, to the fullest extent permitted by law, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent and the Arranger Lead Arrangers with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated herebyduty.

Appears in 2 contracts

Samples: Credit Agreement (Cenveo, Inc), Credit Agreement (Cenveo, Inc)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent and the Arranger are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent and the ArrangerArrangers, on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent and the each Arranger each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower Borrower, or any of its Affiliates, or any other Person and (B) neither the Administrative Agent nor the Arranger has Arrangers have any obligation to the Borrower Borrower, any other Loan Party or any of its their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent and the Arranger Arrangers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower Borrower, the other Loan Parties and its their respective Affiliates, and neither the Administrative Agent nor the Arranger Arrangers has any obligation to disclose any of such interests to the Borrower Borrower, any other Loan Party or its any of their respective Affiliates. To the fullest extent permitted by lawLaw, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent and the Arranger Arrangers with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 2 contracts

Samples: Term Loan Agreement (Industrial Income Trust Inc.), Term Loan Agreement (Industrial Income Trust Inc.)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, agrees that: (ia) (Ai) the arranging and other services regarding this Agreement provided by the Administrative Agent and and, the Arranger Lead Arrangers are arm’s-length commercial transactions between the Borrower and its AffiliatesSubsidiaries, on the one hand, and the Administrative Agent and the Arranger, Lead Arrangers on the other hand, (Bii) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (Ciii) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (iib) (Ai) each of the Administrative Agent and the Arranger each is and Lead Arrangers has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its AffiliatesSubsidiaries, or any other Person and (Bii) neither the Administrative Agent nor any of the Arranger Lead Arrangers has any obligation to the Borrower or any of its Affiliates Subsidiaries with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iiic) the Administrative Agent and the Arranger Lead Arrangers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its AffiliatesSubsidiaries, and neither the Administrative Agent nor the Arranger Lead Arrangers has any obligation to disclose any of such interests to the Borrower or its AffiliatesSubsidiaries. To the fullest extent permitted by lawLaw, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent and the Arranger Lead Arrangers with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 2 contracts

Samples: Amendment Agreement (Cliffs Natural Resources Inc.), Assignment and Assumption (Cliffs Natural Resources Inc.)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its controlled Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent and the Arranger Arranger, are arm’s-length commercial transactions between the Borrower and its controlled Affiliates, on the one hand, and the Administrative Agent and the Arranger, on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent and the Arranger each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its controlled Affiliates, or any other Person and (B) neither the Administrative Agent nor the Arranger has any obligation to the Borrower or any of its controlled Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent and the Arranger and their respective its Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its controlled Affiliates, and neither the Administrative Agent nor the Arranger has any obligation to disclose any of such interests to the Borrower or and its controlled Affiliates. To the fullest extent permitted by law, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent and the Arranger with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 2 contracts

Samples: Day Credit Agreement (Williams Sonoma Inc), Credit Agreement (Williams Sonoma Inc)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, agrees that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent and the Arranger Arrangers, are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent and the ArrangerArrangers, on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) each of the Administrative Agent and the Arranger each Arrangers is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and (B) neither the Administrative Agent nor the Arranger Arrangers has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent and the Arranger Arrangers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither the Administrative Agent nor the Arranger Arrangers has any obligation to disclose any of such interests to the Borrower or its Affiliates. To the fullest extent permitted by law, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent and the Arranger Arrangers with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 2 contracts

Samples: Credit Agreement (Total System Services Inc), Credit Agreement (Total System Services Inc)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower each Credit Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent and the Arranger Arrangers are arm’s-length commercial transactions between the Borrower Credit Parties and its their respective Affiliates, on the one hand, and the Administrative Agent and the ArrangerArrangers, on the other hand, (B) the Borrower each Credit Party has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower each Credit Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent and the each Arranger each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower Credit Parties or any of its their respective Affiliates, or any other Person and (B) neither the Administrative Agent nor the any Arranger has any obligation to the Borrower Credit Parties or any of its their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent and the Arranger Arrangers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower Credit Parties and its their respective Affiliates, and neither the Administrative Agent nor the Arranger Arrangers has any obligation to disclose any of such interests to the Borrower any Credit Party or its any of their respective Affiliates. To the fullest extent permitted by law, the Borrower each Credit Party hereby waives and releases any claims that it may have against the Administrative Agent and the Arranger Arrangers with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 2 contracts

Samples: Credit Agreement (Boyd Gaming Corp), Credit Agreement (Marina District Development Company, LLC)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent and the Arranger are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent and the Arranger, on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent and the Arranger each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and (B) neither the Administrative Agent nor the Arranger has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent and the Arranger and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither the Administrative Agent nor the Arranger has any obligation to disclose any of such interests to the Borrower or its Affiliates. To the fullest extent permitted by law, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent and the Arranger with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby; provided that the foregoing shall not be deemed to release Bank of America from any obligations expressly set forth herein.

Appears in 2 contracts

Samples: Credit Agreement (Granite Construction Inc), Credit Agreement (Granite Construction Inc)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction Transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent and the Arranger Arrangers are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent and the ArrangerArrangers, on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions Transactions contemplated hereby and by the other Loan Documents; (ii) (A) each of the Administrative Agent and the Arranger each Arrangers is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and (B) neither the Administrative Agent nor the any Arranger has any obligation to the Borrower or any of its Affiliates with respect to the transactions Transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent and the Arranger Arrangers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither the Administrative Agent nor the any Arranger has any obligation to disclose any of such interests to the Borrower or its Affiliates. To the fullest extent permitted by law, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent and the Arranger Arrangers with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 2 contracts

Samples: Credit Agreement (Symantec Corp), Credit Agreement (Symantec Corp)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the each Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent and the Arranger Arrangers are arm’s-length commercial transactions between the such Borrower and its Affiliates, on the one hand, and the Administrative Agent and the ArrangerArrangers, on the other hand, (B) the such Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the such Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent and the each Arranger each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the such Borrower or any of its Affiliates, or any other Person and (B) neither the Administrative Agent nor the any Arranger has any obligation to the such Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent and Agent, the Arranger Arrangers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the such Borrower and its Affiliates, and neither the Administrative Agent nor the any Arranger has any obligation to disclose any of such interests to the any Borrower or its Affiliates. To the fullest extent permitted by law, each of the Borrower Borrowers hereby waives and releases any claims that it may have against the Administrative Agent and the Arranger Arrangers with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 2 contracts

Samples: Credit Agreement (Herbalife Ltd.), Credit Agreement (Herbalife Ltd.)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, agrees and acknowledges its their Affiliates’ understanding, that: understanding that (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent and and/or the Arranger Lenders are arm’s-length commercial transactions between the Borrower and its respective Affiliates, on the one hand, and the Administrative Agent and the ArrangerLenders, on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluatingevaluating and understanding, and each understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) each of the Administrative Agent and the Arranger each Lenders is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its respective Affiliates, or any other Person Person, and (B) neither the Administrative Agent nor the Arranger any Lender has any obligation to the Borrower or any of its Affiliates with respect to the transactions transaction contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent and Agent, the Arranger Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its respective Affiliates, and neither each of the Administrative Agent nor and the Arranger Lenders has any no obligation to disclose any of such interests to the Borrower or any of its respective Affiliates. To the fullest extent permitted by law, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent and the Arranger or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 2 contracts

Samples: Term Loan Agreement (Harris Corp /De/), Day Bridge Term Loan Agreement (Harris Corp /De/)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent and the Arranger Arrangers, are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent and the ArrangerArrangers, on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent and the each Arranger each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and (B) neither the Administrative Agent nor the any Arranger has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent and the Arranger Arrangers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither the Administrative Agent nor the any Arranger has any obligation to disclose any of such interests to the Borrower or its Affiliates. To the fullest extent permitted by lawLaw, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent and the or any Arranger with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 2 contracts

Samples: Credit Agreement (Integra Lifesciences Holdings Corp), Credit Agreement (Integra Lifesciences Holdings Corp)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Fundamental Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent and the Arranger other Agents are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent and the Arrangerother Agents, on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Fundamental Documents; (ii) (A) the Administrative Agent and the Arranger each is and other Agent has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and (B) neither the Administrative Agent nor the Arranger any other Agent has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Fundamental Documents; and (iii) the Administrative Agent and the Arranger other Agents and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither the Administrative Agent nor the Arranger any other Agent has any obligation to disclose any of such interests to the Borrower or its Affiliates. To the fullest extent permitted by law, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent and the Arranger other Agents with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 2 contracts

Samples: Credit Agreement (Wyndham Worldwide Corp), Credit Agreement (Wyndham Worldwide Corp)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, agrees that: (ia) (Ai) the arranging and other services regarding this Agreement provided by the Administrative Agent and the Arranger are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent and the ArrangerAgent, on the other hand, (Bii) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (Ciii) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (iib) (Ai) the Administrative Agent and the Arranger each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and (Bii) neither the Administrative Agent nor the Arranger has any no obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent and the Arranger and their respective its Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither the Administrative Agent nor the Arranger has any no obligation to disclose any of such interests to the Borrower or its Affiliates. To the fullest extent permitted by law, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent and the Arranger with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 2 contracts

Samples: Credit Agreement (Pacific Ethanol, Inc.), Assignment and Assumption (Aventine Renewable Energy Holdings Inc)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Transaction Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent and the Arranger Lenders are arm’s-length commercial transactions between the Borrower Borrower, and its Affiliates, on the one hand, and the Administrative Agent and the ArrangerLenders, on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Transaction Documents; (ii) (A) the Administrative Agent and the Arranger Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and (B) neither the Administrative Agent nor the Arranger any Lender has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Transaction Documents; and (iii) the Administrative Agent and Agent, the Arranger Lenders, and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither the Administrative Agent nor the Arranger any Lender has any obligation to disclose any of such interests to the Borrower or its Affiliates. To the fullest extent permitted by law, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent and the Arranger Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 2 contracts

Samples: Credit Agreement (Vivint Solar, Inc.), Credit Agreement (Sunrun Inc.)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the U.S. Borrower and Holdings acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent and the Arranger Joint Lead Arrangers are arm’s-length commercial transactions between the Borrower U.S. Borrower, Holdings and its their respective Affiliates, on the one hand, and the Administrative Agent and the Arranger, Joint Lead Arrangers on the other hand, (B) each of the U.S. Borrower and Holdings has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the U.S. Borrower and Holdings is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent and the Arranger Joint Lead Arrangers each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower U.S. Borrower, Holdings or any of its their respective Affiliates, or any other Person and (B) neither the Administrative Agent nor any of the Arranger Joint Lead Arrangers has any obligation to the Borrower U.S. Borrower, Holdings or any of its their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent and Agent, the Arranger Joint Lead Arrangers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower U.S. Borrower, Holdings and its their respective Affiliates, and neither the Administrative Agent nor any of the Arranger Joint Lead Arrangers has any obligation to disclose any of such interests to the Borrower U.S. Borrower, Holdings or its any of their respective Affiliates. To the fullest extent permitted by law, each of the U.S. Borrower and Holdings hereby waives and releases any claims that it may have against the Administrative Agent and the Arranger Joint Lead Arrangers with respect to any breach or alleged breach of agency to the Loan Parties or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 2 contracts

Samples: Credit Agreement (Paperweight Development Corp), Credit Agreement (Appleton Papers Inc/Wi)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the each Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent and the Arranger Arrangers are arm’s-length commercial transactions between the Borrower Borrowers and its their respective Affiliates, on the one hand, and the Administrative Agent and the ArrangerArrangers, on the other hand, (B) the each Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the each Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent and the each Arranger each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the any Borrower or any of its Affiliates, or any other Person and (B) neither the Administrative Agent nor the any Arranger has any obligation to the any Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent and the Arranger Arrangers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower Borrowers and its their respective Affiliates, and neither the Administrative Agent nor the any Arranger has any obligation to disclose any of such interests to the any Borrower or any of its Affiliates. To the fullest extent permitted by law, the each Borrower hereby waives and releases any claims that it may have against the Administrative Agent and the any Arranger with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 2 contracts

Samples: Credit Agreement (Tidewater Inc), Credit Agreement (Tidewater Inc)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby hereby, the Borrower and each other Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) the credit facility provided for hereunder and any related arranging or other services in connection therewith (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent and the Arranger are an arm’s-length commercial transactions transaction between the Borrower Borrower, the other Loan Parties and its their respective Affiliates, on the one hand, and the Administrative Agent and the Arranger, on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is each other Loan Party are capable of evaluating, evaluating and understanding and understands and accepts, accepts the terms, risks and conditions of the transactions contemplated hereby and by the other Loan DocumentsDocuments (including any amendment, waiver or other modification thereof or thereof); (ii) (A) in connection with the Administrative process leading to such transaction, each of the Agent and the Arranger each is and has been acting solely as a principal and, except as expressly agreed in writing by and is not the relevant parties, has not been, is not, and will not be acting as an financial advisor, agent or fiduciary, for the Borrower, any other Loan party or any of their Affiliates, stockholders, creditors or employees or any other Person; (iii) neither the Agent nor the Arranger has assumed or will assume an advisory, agency or fiduciary for responsibility in favor of the Borrower or any other Loan Party with respect to any of the transactions contemplated hereby or the process leading thereto, including with respect to any amendment, waiver or other modification hereof or of any other Loan Document (irrespective of whether the Agent or the Arranger has advised or is currently advising the Borrower or any of its Affiliates, or any Affiliates on other Person matters) and (B) neither the Administrative Agent nor the Arranger has any obligation to the Borrower or any of its their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iiiiv) the Administrative Agent and the Arranger and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower Borrower, the other Loan Parties, and its their respective Affiliates, and neither the Administrative Agent nor the Arranger has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Agent and the Arranger have not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) and the Borrower and the other Loan Parties have consulted their own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate. The Borrower or its Affiliates. To and the other Loan Parties hereby waive and release, to the fullest extent permitted by law, the Borrower hereby waives and releases any claims that it they may have against the Administrative Agent and the Arranger with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated herebyduty.

Appears in 2 contracts

Samples: Credit Agreement (Williams Sonoma Inc), Credit Agreement (Williams Sonoma Inc)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower each Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent and the Arranger Arranger, are arm’s-length commercial transactions between the Borrower Loan Party and its their respective Affiliates, on the one hand, and the Administrative Agent and the Arranger, on the other hand, (B) the Borrower each Loan Party has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower each Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent and the Arranger each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower Loan Parties or any of its their Affiliates, or any other Person and (B) neither the Administrative Agent nor the Arranger has any obligation to the Borrower Loan Parties or any of its their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent and the Arranger and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower Loan Parties and its their respective Affiliates, and neither the Administrative Agent nor the Arranger has any obligation to disclose any of such interests to the Borrower Borrowers or its any of their respective Affiliates. To the fullest extent permitted by law, the Borrower each Loan Party hereby waives and releases any claims that it may have against the Administrative Agent and the Arranger with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 2 contracts

Samples: Credit Agreement (Masonite International Corp), Credit Agreement (Masonite International Corp)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Credit Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Credit Agreement provided by the Administrative Agent Agents and the Arranger Lead Arrangers are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent Agents and the Arrangerother Lead Arrangers, on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Credit Documents; (ii) (A) the Administrative each Agent and the Lead Arranger each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and (B) neither the Administrative no Agent nor the or Lead Arranger has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Credit Documents; and (iii) the Administrative Agent Agents and the Arranger Lead Arrangers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither the Administrative no Agent nor the or any Lead Arranger has any obligation to disclose any of such interests to the Borrower or its Affiliates. To the fullest extent permitted by law, the Borrower hereby waives and releases any claims that it may have against the Administrative any Agent and the or Lead Arranger with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 2 contracts

Samples: Credit Agreement (Interval Leisure Group, Inc.), Credit Agreement (HSN, Inc.)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower each Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent and the Arranger Arranger, are arm’s-length commercial transactions between the Borrower Loan Parties and its their respective Affiliates, on the one hand, and the Administrative Agent and the Arranger, Arranger on the other hand, (B) the Borrower each Loan Party has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower each Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent and the Arranger each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower any Loan Party or any of its their respective Affiliates, or any other Person and (B) neither the Administrative Agent nor the Arranger has any obligation to the Borrower any Loan Party or any of its their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent and the Arranger and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower Loan Parties and its their respective Affiliates, and neither the Administrative Agent nor the Arranger has any obligation to disclose any of such interests to the Borrower any Loan Party or its any of their respective Affiliates. To the fullest extent permitted by law, the Borrower each Loan Party hereby waives and releases any claims that it may have against the Administrative Agent and the Arranger with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 2 contracts

Samples: Credit Agreement (Gsi Group Inc), Credit Agreement (Gsi Group Inc)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby by any Loan Document, Borrowers acknowledges and agrees that (including in connection with a)(i) this credit facility and any amendment, waiver related arranging or other modification hereof services by Agent, Collateral Agent, Documentation Agent, any Lender, any of their Affiliates or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent and the Arranger arranger are arm’s-length commercial transactions between the Borrower Borrowers and its Affiliates, on the one hand, and the Administrative Agent and the Arranger, on the other hand, such Person; (Bii) the Borrower has Borrowers have consulted its their own legal, accounting, regulatory and tax advisors to the extent it has they have deemed appropriate; and (iii) Borrowers are capable of evaluating and understanding, and (C) the Borrower is capable of evaluating, do understand and understands and acceptsaccept, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (iib) (A) the Administrative Agent each of Agent, Collateral Agent, Documentation Agent, Lenders, their Affiliates and the Arranger each any arranger is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not beenconnection with this credit facility, is not, and will not be acting as an the financial advisor, agent or fiduciary for the Borrower or Borrowers, any of its Affiliates, their Affiliates or any other Person Person, and (B) neither the Administrative Agent nor the Arranger has any no obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby by the Loan Documents except those obligations as expressly set forth herein and in the other Loan Documentstherein; and (iiic) the Administrative Agent Agent, Collateral Agent, Documentation Agent, Lenders, their Affiliates and the Arranger and their respective Affiliates any arranger may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower Borrowers and its their Affiliates, and neither the Administrative Agent nor the Arranger has any have no obligation to disclose any of such interests to the Borrower Borrowers or its their Affiliates. To the fullest extent permitted by lawApplicable Law, the each Borrower hereby waives and releases any claims that it may have against the Administrative Agent Agent, Collateral Agent, Documentation Agent, Lenders, their Affiliates and the Arranger any arranger with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated herebyby a Loan Document.

Appears in 2 contracts

Samples: Loan and Security Agreement (Americas Carmart Inc), Loan and Security Agreement (Americas Carmart Inc)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the 1) The Borrower acknowledges and agrees, and acknowledges its AffiliatesSubsidiaries’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent and the Arranger are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent and the Arranger, on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent and the Arranger each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and (B) that neither the Administrative Agent nor the Arranger has any obligation to the Borrower or Lender will have any of its Affiliates with respect to the transactions contemplated hereby obligations hereunder except those obligations expressly set forth herein and in the other Loan Documents; , and (iii) the Administrative Agent and each Lender is acting solely in the Arranger capacity of an arm’s length contractual counterparty to the Borrower with respect to the Loan Documents and their respective Affiliates may the transaction contemplated therein and not as a financial advisor or a fiduciary to, or an agent of, the Borrower or any other person. The Borrower agrees that it will not assert any claim against the Administrative Agent or any Lender based on an alleged breach of fiduciary duty by such Administrative Agent or Lender in connection with this Agreement and the transactions contemplated hereby. Additionally, the Borrower acknowledges and agrees that neither the Administrative Agent nor any Lender is advising the Borrower as to any legal, tax, investment, accounting, regulatory or any other matters in any jurisdiction. The Borrower shall consult with its own advisors concerning such matters and shall be engaged in a broad range of transactions that involve interests that differ from those responsible for making its own independent investigation and appraisal of the Borrower and its Affiliatestransactions contemplated hereby, and neither the Administrative Agent nor the Arranger has any obligation to disclose Lender shall have any of such interests responsibility or liability to the Borrower or its Affiliates. To the fullest extent permitted by law, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent and the Arranger with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated herebythereto.

Appears in 2 contracts

Samples: Intercreditor Agreement (Eldorado Gold Corp /Fi), Intercreditor Agreement (Eldorado Gold Corp /Fi)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan DocumentPaper), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, agrees that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent Agent, the Lead Arranger and the Arranger Lenders are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent Agent, the Lead Arranger and the ArrangerLenders, on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan DocumentsPapers; (ii) (A) each of the Administrative Agent Agent, the Lead Arranger and the Arranger each Lenders is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or Borrower, any of its Affiliates, Affiliates or any other Person person and (B) neither the Administrative Agent Agent, the Lead Arranger nor the Arranger any Lender has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan DocumentsPapers; and (iii) the Administrative Agent and Agent, the Arranger Lead Arranger, the Lenders, and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither the Administrative Agent nor the Arranger has any obligation to disclose any of such interests to the Borrower or its Affiliates. To the fullest extent permitted by lawAgent, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent and the Lead Arranger with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.81 48429166.8

Appears in 2 contracts

Samples: Credit Agreement (Qwest Corp), Credit Agreement (Lumen Technologies, Inc.)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Financing Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent and the Arranger Lenders are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent and the ArrangerLenders, on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Financing Documents; (ii) (A) the Administrative Agent and the Arranger each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and (B) neither the Administrative Agent nor the Arranger any Lender has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Financing Documents; and (iii) the Administrative Agent and the Arranger Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither the Administrative Agent nor the Arranger any Lender has any obligation to disclose any of such interests to the Borrower or its Affiliates. To the fullest extent permitted by law, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent and the Arranger or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 2 contracts

Samples: Accession Agreement (Vivint Solar, Inc.), Loan Agreement (Solarcity Corp)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: agrees that (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent Agent, the Lenders and the Lead Arranger are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent Agent, the Lenders and the Lead Arranger, on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) each of the Administrative Agent Agent, the Lenders and the Lead Arranger each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, not and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, Affiliates or any other Person and (B) neither none of the Administrative Agent nor Agent, the Lenders or the Lead Arranger has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent Agent, the Lenders and the Lead Arranger and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither none of the Administrative Agent nor Agent, the Lenders and the Lead Arranger has any obligation to disclose any of such interests to the Borrower or any of its Affiliates. To the fullest extent permitted by law, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent and Agent, the Lenders or the Lead Arranger with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 2 contracts

Samples: Credit Agreement (PDL Biopharma, Inc.), Collateral Agreement (PDL Biopharma, Inc.)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby hereby, the Borrower and each other Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) the credit facility provided for hereunder and any related arranging or other services in connection therewith (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent and the Arranger are an arm’s-length commercial transactions transaction between the Borrower Borrower, each other Loan Party and its their respective Affiliates, on the one hand, and the Administrative Agent and the Arranger, on the other hand, (B) and the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower each other Loan Party is capable of evaluating, evaluating and understanding and understands and accepts, accepts the terms, risks and conditions of the transactions contemplated hereby and by the other Loan DocumentsDocuments (including any amendment, waiver or other modification hereof or thereof); (ii) (A) in connection with the process leading to such transaction, the Administrative Agent and the Arranger each is and has been acting solely as a principal and, except as expressly agreed in writing by and is not the relevant parties, has not been, is not, and will not be acting as an financial advisor, agent or fiduciary, for the Borrower, any other Loan Party or any of their respective Affiliates, stockholders, creditors or employees or any other Person; (iii) neither the Administrative Agent nor the Arranger has assumed or will assume an advisory, agency or fiduciary for responsibility in favor of the Borrower or any other Loan Party with respect to any of its Affiliatesthe transactions contemplated hereby or the process leading thereto, including with respect to any amendment, waiver or other modification hereof or of any other Loan Document (irrespective of whether the Administrative Agent or the Arranger has advised or is currently advising the Borrower, any other Loan Party or any of their respective Affiliates on other Person matters) and (B) neither the Administrative Agent nor the Arranger has any obligation to the Borrower Borrower, any other Loan Party or any of its their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iiiiv) the Administrative Agent and the Arranger and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower Borrower, the other Loan Parties and its their respective Affiliates, and neither the Administrative Agent nor the Arranger has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Administrative Agent and the Arranger have not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) and each of the Borrower and the other Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate. Each of the Borrower or its Affiliates. To and the other Loan Parties hereby waives and releases, to the fullest extent permitted by law, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent and the Arranger with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated herebyduty.

Appears in 2 contracts

Samples: Credit Agreement (SemGroup Energy Partners, L.P.), Credit Agreement (SemGroup Energy Partners, L.P.)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent and the Arranger Arrangers are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent and the ArrangerArrangers, on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent and the each Arranger each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary fiduciary, for the Borrower or any of its Affiliates, or any other Person and (B) neither the Administrative Agent nor the any Arranger has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent and Agent, the Arranger Arrangers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither the Administrative Agent nor the any Arranger has any obligation to disclose any of such interests to the Borrower or its Affiliates. To the fullest extent permitted by law, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent and the or any Arranger with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 2 contracts

Samples: Credit Agreement (Mueller Industries Inc), Credit Agreement (Mueller Industries Inc)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges Borrowers acknowledge and agrees, agree and acknowledges its acknowledge their Affiliates’ understanding, that: understanding that (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent and and/or the Arranger Lenders are arm’s-length commercial transactions between the Borrower Borrowers and its their respective Affiliates, on the one hand, and the Administrative Agent and the ArrangerLenders, on the other hand, (B) the Borrower has Borrowers have consulted its their own legal, accounting, regulatory and tax advisors to the extent it has they have deemed appropriate, and (C) the Borrower is Borrowers are capable of evaluatingevaluating and understanding, and each understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) each of the Administrative Agent and the Arranger each Lenders is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the any Borrower or any of its their respective Affiliates, or any other Person Person, and (B) neither the Administrative Agent nor the Arranger any Lender has any obligation to the any Borrower or any of its their Affiliates with respect to the transactions transaction contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent and Agent, the Arranger Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower Borrowers and its their respective Affiliates, and neither each of the Administrative Agent nor and the Arranger Lenders has any no obligation to disclose any of such interests to the Borrower Borrowers or its any of their respective Affiliates. To the fullest extent permitted by law, each of the Borrower Borrowers hereby waives and releases any claims that it may have against the Administrative Agent and the Arranger or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 2 contracts

Samples: Revolving Credit Agreement (Harris Corp /De/), Revolving Credit Agreement (Harris Corp /De/)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction Transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates' understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent and the Arranger Lenders are arm’sarm's-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent Agent, the Lenders and the Arrangertheir Affiliates, on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions Transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent and the Arranger each is Lenders are and has have been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has have not been, is are not, and will not be acting as an advisoradvisors, agent agents or fiduciary fiduciaries for the Borrower or any of its Affiliates, or any other Person and (B) neither the Administrative Agent nor Agent, the Arranger has any Lenders and their Affiliates have no obligation to the Borrower or any of its Affiliates with respect to the transactions Transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent and Agent, the Arranger Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither the Administrative Agent nor Agent, the Arranger has any Lenders and their Affiliates have no obligation to disclose any of such interests to the Borrower or and its Affiliates. To the fullest extent permitted by lawLaw, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent Agent, the Lenders and the Arranger their Affiliates with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction Transaction contemplated hereby.

Appears in 1 contract

Samples: Credit Agreement (Tennessee Valley Authority)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, agrees that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent and the Arranger Arrangers are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent and the ArrangerArrangers, on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, appropriate and (C) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent and each of the Arranger each Arrangers is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and (B) neither none of the Administrative Agent nor or any of the Arranger Arrangers has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent and the Arranger Arrangers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither none of the Administrative Agent nor or any of the Arranger Arrangers has any obligation to disclose any of such interests to the Borrower or its Affiliates. To the fullest extent permitted by law, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent and the Arranger Arrangers with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 1 contract

Samples: Credit Agreement (Diamond Foods Inc)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby hereby, the Borrowers acknowledge and agree, and acknowledges its Affiliates' understanding, that: (i) the credit facilities provided for hereunder and any related arranging or other services in connection therewith (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent and the Arranger are arm’san arm's-length commercial transactions transaction between the Borrower Borrowers, the other Loan Parties and its their respective Affiliates, on the one hand, and the Administrative Agent and the Arranger, on the other hand, (B) and the Borrower has consulted its own legal, accounting, regulatory Borrowers and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is other Loan Parties are capable of evaluating, evaluating and understands understanding and accepts, understand and accept the terms, risks and conditions of the transactions contemplated hereby and by the other Loan DocumentsDocuments (including any amendment, waiver or other modification hereof or thereof); (ii) (A) in connection with the process leading to such transaction, the Administrative Agent and the Arranger each is and has been acting solely as a principal and, except as expressly agreed in writing by and is not the relevant parties, has not been, is not, and will not be acting as an financial advisor, agent or fiduciary, for any of the Borrowers, any other Loan Party or any of their respective Affiliates, stockholders, creditors or employees or any other Person; (iii) neither the Administrative Agent nor the Arranger has assumed or will assume an advisory, agency or fiduciary for the responsibility in favor of any Borrower or any other Loan Party with respect to any of its Affiliatesthe transactions contemplated hereby or the process leading thereto, including with respect to any amendment, waiver or other modification hereof or of any other Person Loan Document (irrespective of whether the Administrative Agent or the Arranger has advised or is currently advising any of the Borrowers, the other Loan Parties or their respective Affiliates on other matters) and (B) neither the Administrative Agent nor the Arranger has any obligation to the Borrower or any of its the Borrowers, any other Loan Party or their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iiiiv) the Administrative Agent and the Arranger and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower Borrowers, the other Loan Parties and its their respective Affiliates, and neither the Administrative Agent nor the Arranger has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Administrative Agent and the Arranger have not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) and the Borrowers and each other Loan Party has consulted its own legal, accounting, regulatory and tax advisors to the Borrower or its Affiliatesextent it has deemed appropriate. To The Borrowers hereby waive and release, to the fullest extent permitted by law, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent and the Arranger with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated herebyduty.

Appears in 1 contract

Samples: Credit Agreement (DST Systems Inc)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent and the Arranger Arrangers are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent and the Arranger, Arrangers on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (Aii)(A) the Administrative Agent and the Arranger Arrangers each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, Affiliates or any other Person and (B) neither the Administrative Agent nor the Arranger Arrangers has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent and the Arranger Arrangers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither the Administrative Agent nor the Arranger Arrangers has any obligation to disclose any of such interests to the Borrower or any of its Affiliates. To the fullest extent permitted by law, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent and the or any Arranger with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 1 contract

Samples: Term Loan Credit Agreement (Toro Co)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent and the Arranger Arrangers are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent and the ArrangerArrangers, on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent and the each Arranger each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and (B) neither the Administrative Agent nor the any Arranger has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent and the Arranger Arrangers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither the Administrative Agent nor the any Arranger has any obligation to disclose any of such interests to the Borrower or its Affiliates. To the fullest extent permitted by law, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent and the Arranger Arrangers with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 1 contract

Samples: Credit Agreement (Commscope Inc)

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