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 and each other 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, the Arranger and the Lenders, are arm’s-length commercial transactions between the Borrower , each other Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Arranger and the Lenders, on the other hand, (B) 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, and (C) the Borrower and each other 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, 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, any other Loan Party or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, the Arranger nor any Lender has any obligation to the Borrower, any other Loan Party or any of 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, the Arranger and 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, the other Loan Parties and their respective Affiliates, and neither the Administrative Agent, the Arranger nor any Lender has any obligation to disclose any of such interests to the Borrower, any other Loan Party or any of their respective Affiliates. To the fullest extent permitted by Applicable Laws, each of the Borrower and the other Loan Parties hereby waives and releases any claims that it may have against the Administrative Agent, the Arranger and 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 6 contracts

Samples: Credit Agreement (Pebblebrook Hotel Trust), Credit Agreement (Pebblebrook Hotel Trust), Credit Agreement (Pebblebrook Hotel Trust)

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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 and each other 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 AgentAgent and Arrangers, the Arranger and the Lenders, Lenders are arm’s-length commercial transactions between the Borrower , each other Loan Party and their respective Affiliates, on the one hand, and the Administrative AgentAgent and Arrangers, the Arranger and the Lenders, on the other hand, (B) 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, and (C) the Borrower and each other 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, the each 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, any other Loan Party or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, the any Arranger nor any Lender has any obligation to the Borrower, any other Loan Party or any of 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, the any Arranger and 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, the other Loan Parties and their respective Affiliates, and neither the Administrative Agent, the any Arranger nor any Lender has any obligation to disclose any of such interests to the Borrower, any other Loan Party or any of their respective Affiliates. To the fullest extent permitted by Applicable Lawslaw, each of the Borrower and the other Loan Parties hereby waives and releases any claims that it may have against the Administrative Agent, the Agent and any Arranger and the Lenders 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 5 contracts

Samples: Credit Agreement (Rexford Industrial Realty, Inc.), Credit Agreement (Rexford Industrial Realty, Inc.), Credit Agreement (Rexford Industrial Realty, 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 and each other Loan Party acknowledges acknowledge and agreesagree, and acknowledges its acknowledge their respective Affiliates’ understanding, that: (i)(Ai) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arranger Lenders and the Lenders, Arrangers are arm’s-length commercial transactions between the Borrower Borrower, each other Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Arranger Lenders and the Lenders, Arrangers on the other hand, (B) each of the Borrower and the other each Loan Parties has Party have consulted its their own legal, accounting, regulatory and tax advisors to the extent it has they have deemed appropriate, and (C) the Borrower and each other Loan Party is are 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) each of the Administrative Agent, the Arranger each Lender and each Lender is Arranger 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, any other Loan Party or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, the Arranger any Lender nor any Lender Arranger has any obligation to the Borrower, Borrower nor any other Loan Party or nor any of 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, the each Lender and each Arranger and 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, the other Loan Parties and any of their respective Affiliates, and neither the Administrative Agent, the Arranger any Lender nor any Lender Arranger has any obligation to disclose any of such interests to the Borrower, any other Loan Party or any of their respective Affiliates. To the fullest extent permitted by Applicable Lawslaw, each of the Borrower and the other each Loan Parties Party hereby waives waive and releases release any claims that it may have against the Administrative Agent, the Arranger Lenders and the Lenders 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 (Moneygram International Inc), Credit Agreement (Moneygram International Inc), Credit Agreement (Moneygram International 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 and each other Loan Party 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, the Arranger Arrangers, and the Lenders, Lenders are arm’s-length commercial transactions between the Borrower Borrower, each other Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Arranger Arrangers and the Lenders, on the other hand, (B) 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, and (C) the Borrower and each other 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)(Aii) (A) the Administrative Agent, the Arranger Arrangers 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, any other Loan Party or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, the Arranger nor any Lender has any obligation to the Borrower, any other Loan Party or any of their respective respect 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, the Arranger Arrangers and 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, the other Loan Parties and their respective Affiliates, and neither the Administrative Agent, the Arranger Arrangers, nor any Lender has any obligation to disclose any of such interests to the Borrower, any other Loan Party or any of their respective Affiliates. To the fullest extent permitted by Applicable Lawslaw, each of the Borrower and the each other Loan Parties hereby Party waives and releases any claims that it may have against the Administrative Agent, the Arranger and the Lenders Arrangers 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 5 contracts

Samples: Term Loan Credit Agreement (Hudson Pacific Properties, L.P.), Term Loan Credit Agreement (Hudson Pacific Properties, L.P.), Credit Agreement (Hudson Pacific Properties, 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 and each other 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, the Arranger Arrangers and the Lenders, are arm’s-length commercial transactions between the Borrower , each other Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Arranger Arrangers and the Lenders, on the other hand, (B) 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, and (C) the Borrower and each other 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, the Arranger Arrangers 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, any other Loan Party or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, the Arranger Arrangers nor any Lender has any obligation to the Borrower, any other Loan Party or any of 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, the Arranger Arrangers and 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, the other Loan Parties and their respective Affiliates, and neither the Administrative Agent, the Arranger Arrangers nor any Lender has any obligation to disclose any of such interests to the Borrower, any other Loan Party or any of their respective Affiliates. To the fullest extent permitted by Applicable Laws, each of the Borrower and the other Loan Parties hereby waives and releases any claims that it may have against the Administrative Agent, the Arranger Arrangers and 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 5 contracts

Samples: Credit Agreement (Pebblebrook Hotel Trust), Credit Agreement (Pebblebrook Hotel Trust), Credit Agreement (Pebblebrook Hotel Trust)

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 and each other Loan Party 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, the Arranger Agent and the Lenders, Lead Arrangers are arm’s-length commercial transactions between the Borrower each Borrower, each other of the Loan Party Parties, and their respective Affiliates, on the one hand, and the Administrative Agent, Agent each of the Arranger and the LendersLead Arrangers, on the other hand, (B) each of the Borrower Borrowers and the other Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Borrower Borrowers and each other 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)(Aii) (A) each of the Administrative Agent, the Arranger Agent and each Lender Joint Lead Arranger 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, any other Loan Party or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, the Arranger Agent nor any Lender Joint Lead Arranger has any obligation to the any Borrower, any other Loan Party or any of 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, the Arranger Agent and the Lenders 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 BorrowerBorrowers, the other Loan Parties and their respective Affiliates, and neither the Administrative Agent, the Arranger Agent nor any Lender Joint Lead Arranger has any obligation to disclose any of such interests to the any Borrower, any other Loan Party or any of their respective Affiliates. To the fullest extent permitted by Applicable Lawslaw, each of the Borrower Borrowers and the other Loan Parties hereby waives and releases any claims that it may have against the Administrative Agent, the Arranger Agent and the Lenders 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 4 contracts

Samples: Fourth Amended and Restated Credit Agreement (World Fuel Services Corp), Credit Agreement (World Fuel Services Corp), Credit Agreement (World Fuel Services 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 and each other Loan Party acknowledges and agrees, agrees and acknowledges its Affiliates’ understanding, that: understanding that (i)(Ai) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Sole Lead Arranger and and/or the Lenders, Lenders are arm’s-length commercial transactions between the Borrower Borrower, each other Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Sole Lead Arranger and the Lenders, on the other hand, (B) each of the Borrower and the other Loan Parties has have consulted its their own legal, accounting, regulatory and tax advisors to the extent it has they have deemed appropriate, and (C) the Borrower and each other Loan Party 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)(Aii) (A) each of the Administrative Agent, the Sole Lead Arranger and each Lender the 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, any other Loan Party or any of their respective Affiliates, or any other Person Person, and (B) neither none of the Administrative Agent, Agent and the Arranger nor any Lender has any Lenders have no obligation to the Borrower, any other Loan Party or any of 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 (iii) the Administrative Agent, the Arranger and Sole 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, the other Loan Parties and their respective Affiliates, and neither each of the Administrative Agent, the Sole Lead Arranger nor any Lender and the Lenders has any no obligation to disclose any of such interests to the Borrower, any other Loan Party or any of their respective Affiliates. To the fullest extent permitted by Applicable Lawslaw, each of the Borrower and the other Loan Parties hereby waives and releases any claims that it may have against the Administrative Agent, the Sole Lead Arranger and the Lenders 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 4 contracts

Samples: Credit Agreement (Riley Exploration - Permian, LLC), Credit Agreement (Tengasco Inc), Credit Agreement (Riley Exploration - Permian, 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 and each other Loan Party 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, the Arranger Arrangers and the Lenders, Lenders are arm’s-length commercial transactions between the Borrower Borrower, each other Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Arranger Arrangers and the Lenders, on the other hand, (B) 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, appropriate and (C) the Borrower and each other 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)(Aii) (A) each of the Administrative Agent, the Arranger Arrangers 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, any other Loan Party or any of their respective Affiliates, or any other Person and (B) neither none of the Administrative Agent, the Arranger nor Arrangers or any Lender has any obligation to the Borrower, any other Loan Party or any of 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, the Arranger Arrangers and 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, the other Loan Parties and their respective Affiliates, and neither none of the Administrative Agent, the Arranger nor Arrangers or any Lender has any obligation to disclose any of such interests to the Borrower, any other Loan Party or any of their respective Affiliates. To the fullest extent permitted by Applicable Lawslaw, each of the Borrower and the each other Loan Parties Party hereby waives and releases any claims that it may have against the Administrative Agent, the Arranger and the Lenders Arrangers 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 4 contracts

Samples: Credit Agreement (MPLX Lp), Credit Agreement (Marathon Petroleum Corp), Credit Agreement (Marathon Petroleum Corp)

No Advisory or Fiduciary Responsibility. The relationship between the Borrower, on the one hand, and the Lenders, the Administrative Agent and the Co-Syndication Agents on the other, shall be solely that of borrower and lender. Neither the Administrative Agent nor the Co-Syndication Agents nor any Lender shall have any fiduciary responsibilities to the Borrower. 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 and each other Loan Party 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, the Arranger Co-Syndication Agents and the Lenders, Arrangers are arm’s-length commercial transactions between the Borrower Borrower, each other Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Arranger Co-Syndication Agents and the LendersArrangers, on the other hand, (B) 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, and (C) the Borrower and each other 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)(Aii) (A) the Administrative Agent, the Arranger Co-Syndication Agents and the Arrangers 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, any other Loan Party or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, Agent nor the Arranger Co-Syndication Agents nor any Lender Arranger has any obligation to the Borrower, any other Loan Party or any of 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, the Arranger and Co-Syndication Agents, the Lenders Arrangers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower, the other Loan Parties and their respective Affiliates, and neither the Administrative Agent, Agent nor the Arranger Co-Syndication Agents nor any Lender Arranger has any obligation to disclose any of such interests to the Borrower, any other Loan Party Party, or any of their respective Affiliates. To the fullest extent permitted by Applicable Lawslaw, each of the Borrower and the other Loan Parties hereby waives and releases any claims that it may have against the Administrative Agent, the Arranger Co-Syndication Agents and the Lenders Arrangers with respect to any breach or alleged breach of agency or fiduciary duty to the Borrower or any other Loan Party in connection with any aspect of any transaction contemplated hereby. Neither the Administrative Agent nor the Co-Syndication Agents nor any Lender undertakes any responsibility to the Borrower to review or inform the Borrower of any matter in connection with any phase of the Borrower’s business or operations.

Appears in 4 contracts

Samples: Assignment Agreement (InvenTrust Properties Corp.), Credit Agreement (InvenTrust Properties Corp.), Assignment Agreement (InvenTrust Properties 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 and each other Loan Party acknowledges and agrees, agrees and acknowledges its Affiliates’ understanding, ' understanding that that: (i)(Ai) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arranger and Arrangers and/or the Lenders, Lenders are arm’s-length commercial transactions between the Borrower Borrower, each other Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Arranger Arrangers and the Lenders, on the other hand, (B) each of the Borrower and the other Loan Parties has have consulted its their own legal, accounting, regulatory and tax advisors to the extent it has they have deemed appropriate, and (C) the Borrower and each other Loan Party 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)(Aii) (A) each of the Administrative Agent, the Arranger Arrangers and each Lender the 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 fiduciary, for the Borrower, any other Loan Party Party, or any of their respective Affiliates, or any other Person and (B) neither none of the Administrative Agent, the Arranger nor Arrangers and any Lender has any obligation to the Borrower, any other Loan Party or any of 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 (iii) the Administrative Agent, the Arranger and Arrangers, 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, the other Loan Parties and their respective Affiliates, and neither each of the Administrative Agent, the Arranger nor any Lender Arrangers and the Lenders has any no obligation to disclose any of such interests to the Borrower, any other Loan Party or of any of their respective Affiliates. To the fullest extent permitted by Applicable LawsLaw, each of the Borrower and the other Loan Parties hereby waives waive and releases release any claims that it may have against the Administrative Agent, the Arranger Arrangers and the Lenders each 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: Credit Agreement (Molina Healthcare Inc), Credit Agreement (Molina Healthcare Inc), Credit Agreement (Molina Healthcare, 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 and each other Loan Party 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, the Arranger Arrangers, and the Lenders, Lenders are arm’s-length commercial transactions between the Borrower Borrower, each other Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Arranger Arrangers, and the Lenders, on the other hand, (B) 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, and (C) the Borrower and each other 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)(Aii) (A) the Administrative Agent, the Arranger Arrangers 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, any other Loan Party or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, the Arranger Arrangers nor any Lender has any obligation to the Borrower, any other Loan Party or any of 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, the Arranger Arrangers and 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, the other Loan Parties and their respective Affiliates, and neither the Administrative Agent, the Arranger Arrangers, nor any Lender has any obligation to disclose any of such interests to the Borrower, any other Loan Party or any of their respective Affiliates. To the fullest extent permitted by Applicable Lawslaw, each of the Borrower and the each other Loan Parties Party hereby waives and releases any claims that it may have against the Administrative Agent, the Arranger and the Lenders Arrangers 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: Credit Agreement (Dun & Bradstreet Holdings, Inc.), Credit Agreement (Dun & Bradstreet Holdings, Inc.), Credit Agreement (Dun & Bradstreet 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 Borrower and each other Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i)(Ai) (A) the arranging and other services regarding this Agreement provided by the Administrative AgentAgents, the Arranger Arrangers and the Lenders, Lenders are arm’s-length commercial transactions between the Borrower Borrower, each other Loan Party and their respective Affiliates, on the one hand, and the Administrative AgentAgents, the Arranger Arrangers and the Lenders, on the other hand, (B) 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, and (C) the Borrower and each other 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)(Aii) the Administrative (A) each Agent, the each 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, any other Loan Party or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, the Arranger Agents nor any Arranger or Lender has any obligation to the Borrower, any other Loan Party or any of 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 AgentAgents, the Arranger Arrangers and 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, the other Loan Parties and their respective Affiliates, and neither the Administrative Agent, the Arranger Agents nor any Arranger or Lender has any obligation to disclose any of such interests to the Borrower, any other Loan Party or any of their respective Affiliates. To the fullest extent permitted by Applicable Lawslaw, each of the Borrower and the other Loan Parties hereby waives and releases any claims that it may have against the Administrative AgentAgents, the Arranger Arrangers and 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: Third Amendment and Restatement Agreement (Targa Resources Partners LP), Credit Agreement (Targa Resources Partners LP), Credit Agreement (Targa Resources 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 Borrower and each other Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i)(Aa) (i) no fiduciary, advisory or agency relationship between any Loan Party and its Subsidiaries and the Bank 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 Bank has advised or is advising any Loan Party or any of its Subsidiaries on other matters, (ii) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arranger and the Lenders, Bank are arm’s-length commercial transactions between the Borrower , each other such Loan Party Parties and their respective Affiliates, on the one hand, and the Administrative Agent, the Arranger and the LendersBank, on the other hand, (Biii) each of the Borrower and the other Loan Parties Party has consulted its own legal, accounting, regulatory and tax advisors to the extent that it has deemed appropriate, appropriate and (Civ) the Borrower and each other 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 (ii)(Ab) (i) the Administrative Agent, the Arranger and each Lender 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, any other Loan Party or any of their respective its Affiliates, or any other Person and Person; (Bii) neither the Administrative Agent, the Arranger nor any Lender Bank has any no obligation to the Borrower, any other Loan Party or any of their respective 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, the Arranger Bank and the Lenders and their its 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, the other any Loan Parties Party and their respective its Affiliates, and neither the Administrative Agent, the Arranger nor any Lender Bank has any no obligation to disclose any of such interests to the Borrower, any other Loan Party or any of their respective its Affiliates. To the fullest extent permitted by Applicable Lawslaw, each of the Borrower and the other Loan Parties Party hereby waives and releases any claims that it may have against the Administrative Agent, the Arranger and the Lenders Bank 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 (Pioneer Power Solutions, Inc.), Credit Agreement (Pioneer Power Solutions, Inc.), Credit Agreement (Pioneer Power Solutions, 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 Borrowers and each other Loan Party acknowledges acknowledge and agreesagree, and acknowledges its Affiliates’ understanding, that: (i)(Aa)(i) the arranging and other services regarding this Agreement provided by the Administrative AgentAgent and any Affiliate thereof, the any Arranger and the Lenders, Lenders are arm’s-length commercial transactions between the Borrower Borrowers, each other Loan Party and their respective Affiliates, on the one hand, and the Administrative AgentAgent and, as applicable, its Affiliates, any Arranger and, as applicable, its Affiliates, and the Lenders and their Affiliates (collectively, solely for purposes of this Section, the Arranger and the Lenders”), on the other hand, (Bii) each of the Borrower Borrowers and the other Loan Parties has have consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (Ciii) the Borrower Borrowers and each other Loan Party is 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; (ii)(Ab)(i) the Administrative Agent, the any Arranger (and their respective Affiliates) and each Lender 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 any Borrower, any other Loan Party or any of their respective Affiliates, or any other Person and (Bii) neither none of the Administrative Agent, the Arranger nor any Arranger, any of their respective Affiliates or any Lender has any obligation to the BorrowerBorrowers, any other Loan Party or any of 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, the Arranger any Arranger, any of their respective Affiliates and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the BorrowerBorrowers, the other Loan Parties and their respective Affiliates, and neither the Administrative Agent, the Arranger any Arranger, any of their respective Affiliates nor any Lender has any obligation to disclose any of such interests to the BorrowerBorrowers, any other Loan Party or any of their respective Affiliates. To the fullest extent permitted by Applicable Lawslaw, each of the Borrower and the each other Loan Parties Party hereby waives and releases any claims that it may have against the Administrative Agent, the Arranger and the Lenders any Arranger, any of their respective Affiliates or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction transactions contemplated hereby.

Appears in 3 contracts

Samples: Credit Agreement (Stoneridge Inc), Credit Agreement (Stoneridge Inc), Credit Agreement (Stoneridge 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 Borrowers and each other Loan Party acknowledges acknowledge and agreesagree, and acknowledges its acknowledge their respective Affiliates’ understanding, that: (i)(Aa) (i) the arranging and other services regarding this Agreement provided by the Administrative AgentAgent and any Affiliate thereof, the Arranger and the Lenders, Lenders are arm’s-length commercial transactions between the Borrower Borrowers, each other Loan Party and their respective Affiliates, on the one hand, and the Administrative AgentAgent and its Affiliates (including the Arranger), the Arranger L/C Issuer and its Affiliates, the Collateral Agent and its Affiliates and the LendersLenders and their Affiliates , on the other hand, (Bii) each of the Borrower Borrowers and the other Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (Ciii) the Borrower Borrowers and each other Loan Party is 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; (ii)(Ab) (i) the Administrative AgentAgent and its Affiliates (including the Arranger), the Arranger L/C Issuer and its Affiliates, the Collateral Agent and its Affiliates and each Lender is and has its Affiliates each are and 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 advisor, agent or fiduciary fiduciary, for the BorrowerBorrowers, any other Loan Party or any of their respective Affiliates, or any other Person and (Bii) neither none the Administrative AgentAgent and any of its Affiliates (including the Arranger), the Arranger nor L/C Issuer and any of its Affiliates, the Collateral Agent and any of its Affiliates, or any Lender and any of its Affiliates has any obligation to the BorrowerBorrowers, any other Loan Party or any of their respective Affiliates with respect to the [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. 155 transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iiic) the Administrative AgentAgent and its Affiliates (including the Arranger), the Arranger L/C Issuer and its Affiliates, the Collateral Agent and its Affiliates, and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the BorrowerBorrowers, the other Loan Parties and their respective Affiliates, and neither none the Administrative AgentAgent and any of its Affiliates (including the Arranger), the Arranger nor L/C Issuer and any of its Affiliates, the Collateral Agent and any of its Affiliates, or any Lender and any of its Affiliates has any obligation to disclose any of such interests to the BorrowerBorrowers, any other Loan Party or any of their respective Affiliates. To the fullest extent permitted by Applicable Lawslaw, each of the Borrower Borrowers and the each other Loan Parties Party hereby waives and releases any claims that it may have against the Administrative AgentAgent and any of its Affiliates (including the Arranger), the Arranger L/C Issuer and any of its Affiliates, the Lenders Collateral Agent and any of its Affiliates, or any Lender and any of its Affiliates with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction transactions contemplated hereby.

Appears in 3 contracts

Samples: Credit Agreement (Sunrun Inc.), Credit Agreement (Sunrun 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), the Borrower and each other Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i)(Aa) (i) the arranging and other services regarding this Agreement provided by the Administrative AgentAgent and any Affiliate thereof, the Arranger and the Lenders, Lenders are arm’s-length commercial transactions between the Borrower Borrower, each other Loan Party and their respective Affiliates, on the one hand, and the Administrative AgentAgent and, as applicable, its Affiliates (including the Arranger) and the Lenders and their Affiliates (collectively, solely for purposes of this Section 11.17, the Arranger and the Lenders”), on the other hand, (Bii) 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, and (Ciii) the Borrower and each other 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)(Ab) (i) the Administrative Agent, Agent and its Affiliates (including the Arranger Arranger) and each Lender 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, any other Loan Party or any of their respective Affiliates, or any other Person and (Bii) neither the Administrative Agent, any of its Affiliates (including the Arranger Arranger) nor any Lender has any obligation to the Borrower, any other Loan Party or any of 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, Agent and its Affiliates (including the Arranger Arranger) and 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, the other Loan Parties and their respective Affiliates, and neither the Administrative Agent, any of its Affiliates (including the Arranger Arranger) nor any Lender has any obligation to disclose any of such interests to the Borrower, any other Loan Party or any of their respective Affiliates. To the fullest extent permitted by Applicable Lawslaw, each of the Borrower and the each other Loan Parties Party hereby waives and releases any claims that it may have against the Administrative Agent, any of its Affiliates (including the Arranger and the Lenders 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 transactions contemplated hereby.

Appears in 3 contracts

Samples: Credit Agreement (Trecora Resources), Credit Agreement (Solarcity Corp), Credit Agreement (Trecora Resources)

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 Parent, Borrower, and each other 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, the Arranger Agent and the Lenders, Lead Arrangers are arm’s-length commercial transactions between the Borrower Parent, Borrower, each other Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Arranger Agent and the LendersLead Arrangers, on the other hand, (B) each of the Borrower Parent, Borrower, and the other Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower and each other 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, the Arranger each Lender and each Lender Lead Arranger 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, any other Loan Party Party, or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, the Arranger any Lender nor any Lender Lead Arranger has any obligation to the Parent, Borrower, any other Loan Party Party, or any of 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, the each Lender and each Lead Arranger and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Parent, Borrower, the other Loan Parties Parties, and their respective Affiliates, and neither the Administrative Agent, the Arranger any Lender nor any Lender Lead Arranger has any obligation to disclose any of such interests to the Parent, Borrower, any other Loan Party Party, or any of their respective Affiliates. To the fullest extent permitted by Applicable LawsLaw, each of the Borrower Parent, Borrower, and the other Loan Parties hereby waives and releases any claims that it may have against the Administrative Agent, the each Lender and each Lead Arranger and 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 (American Realty Capital Trust III, Inc.), Credit Agreement (American Realty Capital Properties, Inc.), Credit Agreement (American Realty Capital Properties, 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 Holdings and each other Loan Party 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, the Arranger Arranger, and the Lenders, Lenders are arm’s-length commercial transactions between the Borrower Holdings, each other Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Arranger Arranger, and the Lenders, on the other hand, (B) each of the Borrower Holdings and the other Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower Holdings and each other 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)(Aii) (A) the Administrative 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 BorrowerHoldings, any other Loan Party or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, the Arranger nor any Lender has any obligation to the BorrowerHoldings, any other Loan Party or any of 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, the Arranger and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the BorrowerHoldings, the other Loan Parties and their respective Affiliates, and neither the Administrative Agent, the Arranger Arranger, nor any Lender has any obligation to disclose any of such interests to the Borrower, any other Loan Party or any of their respective Affiliates. To the fullest extent permitted by Applicable Lawslaw, each of the Borrower and the each other Loan Parties Party hereby waives and releases any claims that it may have against the Administrative Agent, the Arranger and the Lenders 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.. 183

Appears in 3 contracts

Samples: Credit Agreement (Latham Group, Inc.), Credit Agreement (Latham Group, Inc.), Credit Agreement (Latham 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 and each other Loan Party 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, the Arranger Arrangers and the Lenders, Lenders are arm’s-length commercial transactions between the Borrower Borrower, each other Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Arranger Arrangers and the Lenders, on the other hand, (B) 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, and (C) the Borrower and each other 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)(Aii) (A) the Administrative Agent, the each 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, any other Loan Party or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, the any Arranger nor any Lender has any obligation to the Borrower, any other Loan Party or any of 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, the Arranger Arrangers and 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, the other Loan Parties and their respective Affiliates, and neither the Administrative Agent, the Arranger any Arranger, nor any Lender has any obligation to disclose any of such interests to the Borrower, any other Loan Party or any of their respective Affiliates. To the fullest extent permitted by Applicable Lawslaw, each of the Borrower and the each other Loan Parties Party hereby waives and releases any claims that it may have against the Administrative Agent, the any Arranger and the Lenders 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: Credit Agreement (Regis Corp), Credit Agreement (Regis Corp), Credit Agreement (Regis 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 and each other Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i)(Ai) (A) the arranging and other services regarding this Agreement provided by the Administrative AgentAgents, the Arranger Lenders and the Lenders, Arranger are arm’s-length commercial transactions between the Borrower Borrowers, each other Loan Party and their respective Affiliates, on the one hand, and the Administrative AgentAgents, the Arranger Lenders and the LendersArranger, on the other hand, (B) each of the such Borrower and the each other Loan Parties Party has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the such Borrower and each other 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)(Aii) (A) each of the Administrative AgentAgents, the Lenders and 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 any Borrower, any other Loan Party or any of their respective Affiliates, or any other Person and (B) neither none of the Administrative Agent, Agents nor the Lenders nor the Arranger nor any Lender has any obligation to the any Borrower, any other Loan Party or any of 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 AgentAgents, the Arranger Lenders and the Lenders Arranger and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the BorrowerBorrowers, the other Loan Parties and their respective Affiliates, and neither none of the Administrative Agent, Agents nor the Lenders nor the Arranger nor any Lender has any obligation to disclose any of such interests to the any Borrower, any other Loan Party or any of their respective Affiliates. To the fullest extent permitted by Applicable Lawslaw, each of the Borrower Borrowers and the other Loan Parties hereby waives and releases any claims that it may have against any of the Administrative AgentAgents, the Lenders or the Arranger and 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 (McKesson Corp), Credit Agreement (McKesson Corp), Credit Agreement (McKesson 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 and each other Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i)(Ai) (A) the arranging and other services regarding this Credit Agreement provided by the Administrative Agent, the Arranger Agent and the Lenderseach Co-Lead Arranger, are arm’s-length commercial transactions between the Borrower Borrowers, each other Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Arranger Agent and the Lenderseach Co-Lead Arranger, on the other hand, (B) each of the Borrower Borrowers and the other Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the each Borrower and each other 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)(Aii) (A) the Administrative Agent, the Arranger Agent and each Lender Co-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 BorrowerBorrowers, any other Loan Party or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, the Arranger Agent nor any Lender Co-Lead Arranger has any obligation to the BorrowerBorrowers, any other Loan Party or any of 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, the Agent and each Co-Lead Arranger and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the BorrowerBorrowers, the other Loan Parties and their respective Affiliates, and neither the Administrative Agent, the Arranger Agent nor any Lender Co-Lead Arranger has any obligation to disclose any of such interests to the BorrowerBorrowers, any other Loan Party or any of their respective Affiliates. To the fullest extent permitted by Applicable Lawslaw, each of the Borrower Borrowers and the other Loan Parties hereby waives and releases any claims that it may have against the Administrative Agent, the Agent and each Co-Lead Arranger and 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: Assignment and Assumption (Barnes Group Inc), Revolving Credit Agreement (Barnes Group Inc), Credit Agreement (Barnes 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 each Borrower and each other Loan Party 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, the Arranger Arrangers and the Lenders, Lenders are arm’s-length commercial transactions between the Borrower such Borrower, each other Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Arranger Arrangers and the Lenders, on the other hand, (B) each of the such Borrower and the other Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the such Borrower and each other 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)(Aii) (A) the Administrative Agent, the Arranger Arrangers and the Lenders 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 such Borrower, any other Loan Party or any of their respective Affiliates, Affiliates or any other Person and (B) neither the Administrative Agent, the Agent nor any Arranger nor any Lender has any obligation to the such Borrower, any other Loan Party or any of 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, the Arranger Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the such Borrower, the other Loan Parties and their respective Affiliates, and neither the Administrative Agent, the Agent nor any Arranger nor any Lender has any obligation to disclose any of such interests to the any Borrower, any other Loan Party or any of their respective Affiliates. To the fullest extent permitted by Applicable Lawslaw, each of the Borrower Borrowers and the other Loan Parties hereby waives and releases any claims that it may have against the Administrative Agent, the Arranger Arrangers and 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 (Tetra Tech Inc), Credit Agreement (Tetra Tech Inc), Credit Agreement (Tetra Tech 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 and each other Loan Party acknowledges and agrees, agrees and acknowledges its Affiliates’ understanding, understanding that: (i)(Aa) (i) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arranger and Lead Arrangers and/or the Lenders, Lenders are arm’s-length commercial transactions between the Borrower Borrower, each other Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Arranger Lead Arrangers and the Lenders, on the other hand, (Bii) each of the Borrower and the other Loan Parties has have consulted its their own legal, accounting, regulatory and tax advisors to the extent it has they have deemed appropriate, appropriate and (Ciii) the Borrower and each other Loan Party 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)(Ab) (i) each of the Administrative Agent, the Arranger Lead Arrangers and each Lender the 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 fiduciary, for the Borrower, any other Loan Party Party, or any of their respective Affiliates, or any other Person and (Bii) neither none of the Administrative Agent, the Arranger nor Lead Arrangers and any Lender has any obligation to the Borrower, any other Loan Party or any of 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 (iiic) the Administrative Agent, the Arranger and Lead Arrangers, 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, the other Loan Parties and their respective Affiliates, and neither each of the Administrative Agent, the Arranger nor any Lender Lead Arrangers and the Lenders has any no obligation to disclose any of such interests to the Borrower, any other Loan Party or of any of their respective Affiliates. To the fullest extent permitted by Applicable LawsLaw, each of the Borrower and the other Loan Parties hereby waives waive and releases release, any claims that it may have against the Administrative Agent, the Arranger Lead Arrangers and the Lenders each 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: Credit Agreement (Biotelemetry, Inc.), Credit Agreement (Biotelemetry, Inc.), Credit Agreement (BioTelemetry, 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 Parent, Borrower, and each other 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, the Agent and each Joint Lead Arranger and the Lenders, are arm’s-length commercial transactions between the Borrower Parent, Borrower, each other Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Arranger Agent and the Lenderseach Joint Lead Arranger, on the other hand, (B) each of the Borrower Parent, Borrower, and the other Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower and each other 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, the Arranger Agent and each Lender Joint Lead Arranger 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, any other Loan Party Party, or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, the Arranger Agent nor any Lender Joint Lead Arranger has any obligation to the Parent, Borrower, any other Loan Party Party, or any of 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, the Arranger Agent and the Lenders 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 Parent, Borrower, the other Loan Parties Parties, and their respective Affiliates, and neither the Administrative Agent, the Arranger Agent nor any Lender Joint Lead Arranger has any obligation to disclose any of such interests to the Parent, Borrower, any other Loan Party Party, or any of their respective Affiliates. To the fullest extent permitted by Applicable LawsLaw, each of the Borrower Parent, Borrower, and the other Loan Parties hereby waives and releases any claims that it may have against the Administrative Agent, the Arranger Agent and the Lenders 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 3 contracts

Samples: Credit Agreement (DLC Realty Trust, Inc.), Credit Agreement (DLC Realty Trust, Inc.), Credit Agreement (DLC Realty 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 and each other Loan Party 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, the Arranger Arrangers and the Lenders, Lenders are arm’s-length commercial transactions between the Borrower Borrower, each other Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Arranger Arrangers and the Lenders, on the other hand, (B) 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, and (C) the Borrower and each other 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)(Aii) (A) the Administrative Agent, the Arranger Arrangers 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, any other Loan Party or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, the Arranger Arrangers nor any Lender has any obligation to the Borrower, any other Loan Party or any of 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, the Arranger Arrangers and 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, the other Loan Parties and their respective Affiliates, and neither the Administrative Agent, the any Arranger nor any Lender has any obligation to disclose any of such interests to the Borrower, any other Loan Party or any of their respective Affiliates. To the fullest extent permitted by Applicable Lawslaw, each of the Borrower and the each other Loan Parties Party hereby waives and releases any claims that it may have against the Administrative Agent, the Arranger and the Lenders Arrangers 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: Credit Agreement (Dave & Buster's Entertainment, Inc.), Credit Agreement (Dave & Buster's Entertainment, Inc.), Credit Agreement (Dave & Buster's Entertainment, 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 and each other Loan Party acknowledges and agrees, and acknowledges and agrees that it has informed its other Affiliates’ understanding, that: (i)(Ai) (A) no fiduciary, advisory or agency relationship between any of the Borrower and its Subsidiaries and the Administrative Agent or any Lender is intended to be or has been created in respect of any of the transactions contemplated hereby and by the other Loan Documents, irrespective of whether the Administrative Agent or any Lender has advised or is advising any of the Borrower and its Subsidiaries on other matters, (B) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arranger Agent and the Lenders, Lenders are arm’s-length commercial transactions between the Borrower , each other Loan Party and their respective AffiliatesParties, on the one hand, and the Administrative Agent, the Arranger Agent and the Lenders, on the other hand, (BC) 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, and (CD) the Borrower and each other 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)(Aii) (A) the Administrative Agent, the Arranger Agent and each Lender of the Lenders is and has been acting solely as a principal and, except as may otherwise be 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 other Loan Party Borrower or any of their respective its Affiliates, or any other Person and (B) neither none of the Administrative Agent, the Arranger nor Agent or any Lender has any obligation to the Borrower, any other Loan Party Borrower or any of their respective 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, the Arranger Agent and 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, the other Loan Parties Borrower and their respective its Affiliates, and neither none of the Administrative Agent, the Arranger nor Agent or any Lender has any obligation to disclose any of such interests and transactions to the Borrower, any other Loan Party Borrower or any of their respective its Affiliates. To the fullest extent permitted by Applicable Lawslaw, each of the Borrower and the other Loan Parties hereby waives and releases any claims that it may have against the Administrative Agent, the Arranger Agent and 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 (Amryt Pharma PLC), Credit Agreement (Amryt Pharma PLC), Restructuring Support Agreement (Novelion Therapeutics 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 and each other Loan Party acknowledges and agrees, and acknowledges its AffiliatesSubsidiaries’ understanding, that: (i)(Ai) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arranger Lenders and the Lenders, Arrangers are arm’s-length commercial transactions between the Borrower , and each other Loan Party and their respective AffiliatesParty, on the one hand, and the Administrative Agent, the Arranger Lenders and the LendersArrangers, on the other hand, (B) each of the Borrower and the each other Loan Parties Party has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower and each other 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)(Aii) (A) the Administrative Agent, the Arranger each Lender and each Lender 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 other Loan Party or any of their respective its Affiliates, or any other Person and (B) neither the Administrative Agent, the Arranger any Lender nor any Lender Arranger has any obligation to the Borrower, Borrower or any other Loan Party or any of their respective 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, the Arranger Lenders and the Lenders Arrangers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower, the Borrower and each other Loan Parties Party and their respective its Affiliates, and neither the Administrative Agent, the Arranger any Lender nor any Lender Arranger has any obligation to disclose any of such interests to the Borrower, Borrower or any other Loan Party or any of their respective its Affiliates. To the fullest extent permitted by Applicable Lawslaw, each of the Borrower and the each other Loan Parties Party hereby waives and releases any claims that it may have against the Administrative Agent, the Arranger Lenders and the Lenders 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 (Healthpeak Properties, Inc.), Credit Agreement (Healthpeak Properties, Inc.), Term Loan Agreement (Healthpeak Properties, 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 Parent Borrower and each other Loan Party 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, the Arranger Lenders and the Lenders, Arranger are arm’s-length commercial transactions between the Borrower Parent Borrower, each other Loan Party and their its respective Affiliates, on the one hand, and the Administrative Agent, the Arranger Lenders and the Lenders, Arranger on the other hand, (B) each of the Parent Borrower and the other Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Parent Borrower and each other 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 Credit Documents; (ii)(Aii) (A) each of the Administrative Agent, the Arranger and each Lender and the Arranger, 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, any other Loan Party or any of their its respective Affiliates, or any other Person and (B) neither the Administrative Agent, the Arranger nor any Lender nor any Arranger has any obligation to the Parent Borrower, any other Loan Party or any of 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, the Arranger Lenders and the Lenders Arranger and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Parent Borrower, the other Loan Parties and their respective Affiliates, and neither the Administrative Agent, the Arranger Agent nor any Lender nor any Arranger has any obligation to disclose any of such interests to the Parent Borrower, any other Loan Party or any of their respective Affiliates. To the fullest extent permitted by Applicable Lawslaw, each of the Parent Borrower and the other Loan Parties hereby waives and releases any claims that it may have against the Administrative Agent, the Arranger Lenders and the Lenders 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 (Arch Capital Group Ltd.), Credit Agreement (Arch Capital Group Ltd.), Credit Agreement (Arch Capital 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 and each other Loan Party acknowledges and agrees, agrees and acknowledges its Affiliates’ understanding, understanding that that: (i)(Ai) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arranger and Arrangers and/or the Lenders, Lenders are arm’s-length commercial transactions between the Borrower Borrower, each other Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Arranger Arrangers and the Lenders, on the other hand, (B) each of the Borrower and the other Loan Parties has have consulted its their own legal, accounting, regulatory and tax advisors to the extent it has they have deemed appropriate, and (C) the Borrower and each other Loan Party 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)(Aii) (A) each of the Administrative Agent, the Arranger Arrangers and each Lender the 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 fiduciary, for the Borrower, any other Loan Party Party, or any of their respective Affiliates, or any other Person and (B) neither none of the Administrative Agent, the Arranger Arrangers nor any Lender has any obligation to the Borrower, any other Loan Party or any of 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 (iii) the Administrative Agent, the Arranger and Arrangers 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, the other Loan Parties and their respective Affiliates, and neither each of the Administrative Agent, the Arranger nor any Lender Arrangers and the Lenders has any no obligation to disclose any of such interests to the BorrowerBorrower , any other Loan Party or of any of their respective Affiliates. To the fullest extent permitted by Applicable LawsLaw, each of the Borrower and the other Loan Parties hereby waives waive and releases release, any claims that it may have against the Administrative Agent, the Arranger Arrangers and the Lenders each 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: Credit Agreement (Malibu Boats, Inc.), Credit Agreement (Malibu Boats, 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 Borrowers and each other Loan Credit Party 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, the Arranger Arranger, and the Lenders, Lenders are arm’s-length commercial transactions between the Borrower Borrowers, each other Loan Credit Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Arranger Arranger, and the Lenders, on the other hand, (B) each of the Borrower Borrowers and the other Loan Credit Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower Borrowers and each other Loan 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)(Aii) (A) the Administrative 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 BorrowerBorrowers, any other Loan Credit Party or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, the Arranger nor any Lender has any obligation to the BorrowerBorrowers, any other Loan Credit Party or any of 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, the Arranger and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the BorrowerBorrowers, the other Loan Credit Parties and their respective Affiliates, and neither the Administrative Agent, the Arranger Arranger, nor any Lender has any obligation to disclose any of such interests to the BorrowerBorrowers, any other Loan Credit Party or any of their respective Affiliates. To the fullest extent permitted by Applicable Lawslaw, each of the Borrower Borrowers and the each other Loan Parties Credit Party hereby waives and releases any claims that it may have against the Administrative Agent, the Arranger and the Lenders 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: 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 (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower and each other Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i)(Aa) (i) no fiduciary, advisory or agency relationship between any Loan Party and its Subsidiaries and 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 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, (ii) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arranger L/C Issuer, and the Lenders, Lenders are arm’s-length arm’s‑length commercial transactions between the Borrower , each other such Loan Party Parties and their respective Affiliates, on the one hand, and the Administrative Agent, the Arranger L/C Issuer, and the Lenders, on the other hand, (Biii) each of the Borrower and the other Loan Parties Party has consulted its own legal, accounting, regulatory and tax advisors to the extent that it has deemed appropriate, appropriate and (Civ) the Borrower and each other 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 (ii)(Ab) the (i) Administrative Agent, the Arranger L/C Issuer, and the Lenders 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, any other Loan Party or any of their respective its Affiliates, or any other Person and Person; (Bii) neither the none of Administrative Agent, the Arranger nor any Lender L/C Issuer, and the Lenders has any obligation to the Borrower, any other Loan Party or any of their respective 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, the Arranger L/C Issuer, and the 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, the other any Loan Parties Party and their respective its Affiliates, and neither the none of Administrative Agent, the Arranger nor any Lender L/C Issuer, and the Lenders has any obligation to disclose any of such interests to the Borrower, any other Loan Party or any of their respective its Affiliates. To the fullest extent permitted by Applicable LawsLaw, each of the Borrower and the other Loan Parties Party hereby waives and releases any claims that it may have against the Administrative Agent, the Arranger L/C Issuer, and 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 2 contracts

Samples: Multicurrency Credit Agreement (Fenix Parts, Inc.), Multicurrency Credit Agreement (Fenix Parts, 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 and each other Loan Party 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, the Arranger Agent and the Lenders, Joint Lead Arrangers are arm’s-length commercial transactions between the Borrower Borrower, each other Loan Obligated Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Arranger Agent and the Lenders, Joint Lead Arrangers on the other hand, (B) each of the Borrower and the other Loan Obligated Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower and each other Loan Obligated 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)(Aii) (A) the Administrative Agent, Agent and the Arranger and Joint Lead Arrangers 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, any other Loan Obligated Party or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, the Arranger Agent nor any Lender of the Joint Lead Arrangers has any obligation to the Borrower, any other Loan Obligated Party or any of 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, the Arranger Agent and the Lenders 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, the other Loan Obligated Parties and their respective Affiliates, and neither the Administrative Agent, the Arranger Agent nor any Lender of the Joint Lead Arrangers has any obligation to disclose any of such interests to the Borrower, any other Loan Obligated Party or any of their respective Affiliates. To the fullest extent permitted by Applicable Lawslaw, each of the Borrower and the other Loan Obligated Parties hereby waives and releases any claims that it may have against the Administrative Agent, the Arranger Agent and the Lenders 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: Revolving Credit Facility Agreement (Lennox International Inc), Revolving Credit Facility Agreement (Lennox International Inc)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, amendment and restatement, waiver or other modification hereof or of any other Loan Document), each of the Borrower and each other Loan Party Parties 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, the Arranger Agent and the Lenders, Arrangers are arm’s-length commercial transactions between the Borrower Borrower, each of the other Loan Party Parties and their respective Affiliates, on the one hand, and the Administrative Agent, the Arranger Agent and the LendersArrangers, on the other hand, (B) 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, and (C) each of the Borrower and each the other Loan Party Parties 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, each of the Arranger Lenders and each Lender of the 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, any other Loan Party or any of their respective Affiliates, or any other Person and (B) neither none of the Administrative Agent, the Arranger nor any Lender or any Arranger has any obligation to the Borrower, any other Loan Party or any of 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, the Arranger Lenders and the Lenders Arrangers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower, the other Loan Parties and their respective Affiliates, and neither none of the Administrative Agent, the Arranger nor any Lender or any Arranger has any obligation to disclose any of such interests to the Borrower, any the other Loan Party Parties or any of their respective Affiliates. To the fullest extent permitted by Applicable Lawslaw, each of the Borrower and each of the other Loan Parties hereby waives and releases any claims that it may have against the Administrative Agent, the any Lender or any Arranger and 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 2 contracts

Samples: Assignment and Assumption (Apple Hospitality REIT, Inc.), Credit Agreement (Getty Realty Corp /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), each of the Borrower and the Parent and each other 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, the Arranger Agent and the Lenders, Lenders are arm’s-length commercial transactions between the Borrower Borrower, the Parent, each other Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Arranger Agent and the Lenders, on the other hand, (B) each of the Borrower Borrower, the Parent, and the each other Loan Parties Party has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Borrower the Parent and each other 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, the Arranger Agent 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, the Parent, any other Loan Party Party, or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, the Arranger Agent nor any Lender has any obligation to the Borrower, the Parent, any other Loan Party Party, or any of 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, the Arranger Agent and 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, the Parent, the other Loan Parties and their respective Affiliates, and neither the Administrative Agent, the Arranger Agent nor any Lender has any obligation to disclose any of such interests to the Borrower, the Parent, any other Loan Party or any of their respective Affiliates. To the fullest extent permitted by Applicable Lawslaw, each of the Borrower and the Parent, and each other Loan Parties Party hereby waives and releases any claims that it may have against the Administrative Agent, the Arranger and the Lenders Agent 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.. 91

Appears in 2 contracts

Samples: Credit Agreement (Ashford Hospitality Trust Inc), Credit Agreement (Ashford Hospitality 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 and each other Loan Party acknowledges acknowledge and agreesagree, and acknowledges its acknowledge their respective Affiliates’ understanding, that: (i)(Aa) (i) the arranging and other services regarding this Agreement provided by the Administrative AgentAgent and any Affiliate thereof, the each Arranger and the Lenders, Lenders are arm’s-length commercial transactions between the Borrower Borrower, each other Loan Party and their respective Affiliates, on the one hand, and the Administrative AgentAgent and its Affiliates, the Arranger L/C Issuer and its Affiliates, the Collateral Agent and its Affiliates and the LendersLenders and their Affiliates (including in the case of any such Affiliate as an Arranger), on the other hand, (Bii) 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, and (Ciii) the Borrower and each other Loan Party is 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; (ii)(Ab) (i) the Administrative AgentAgent and its Affiliates, the Arranger L/C Issuer and its Affiliates, the Collateral Agent and its Affiliates and each Lender is and has its Affiliates (including in the case of any such Affiliate as an Arranger) each are and 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 advisor, agent or fiduciary fiduciary, for the Borrower, any other Loan Party or any of their respective Affiliates, or any other Person and (Bii) neither none the Administrative AgentAgent and any of its Affiliates, the Arranger nor L/C Issuer and any of its Affiliates, the Collateral Agent and any of its Affiliates, or any Lender and any of its Affiliates (including in the case of any such Affiliate as an Arranger) has any obligation to the Borrower, any other Loan Party or any of 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 AgentAgent and its Affiliates, the Arranger L/C Issuer and its Affiliates, the Collateral Agent and its Affiliates, and the Lenders and their respective Affiliates (including in the case of any such Affiliate as an Arranger) may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower, the other Loan Parties and their respective Affiliates, and neither none the Administrative AgentAgent and any of its Affiliates, the Arranger nor L/C Issuer and any of its Affiliates, the Collateral Agent and any of its Affiliates, or any Lender and any of its Affiliates (including in the case of any such Affiliate as an Arranger) has any obligation to disclose any of such interests to the Borrower, any other Loan Party or any of their respective Affiliates. To the fullest extent permitted by Applicable Lawslaw, each of the Borrower and the each other Loan Parties Party hereby waives and releases any claims that it may have against the Administrative AgentAgent and any of its Affiliates, the Arranger L/C Issuer and any of its Affiliates, the Lenders Collateral Agent and any of its Affiliates, or any Lender and any of its Affiliates (including in the case of any such Affiliate as an Arranger) with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction transactions contemplated hereby.

Appears in 2 contracts

Samples: Credit Agreement (Sunrun 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), the Borrower and each other Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i)(Aa) (i) the arranging and other services regarding this Agreement provided by the Administrative AgentAgent and any Affiliate thereof, the Arranger and the Lenders, Lenders are arm’s-length commercial transactions between the Borrower Borrower, each other Loan Party and their respective Affiliates, on the one hand, and the Administrative AgentAgent and, as applicable, its Affiliates (including the Arranger) and the Lenders and their Affiliates (collectively, solely for purposes of this Section 11.17, the Arranger and the Lenders”), on the other hand, (Bii) 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, and (Ciii) the Borrower and each other 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)(Ab) (i) the Administrative Agent, Agent and its Affiliates (including the Arranger Arranger) and each Lender 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, any other Loan Party or any of their respective Affiliates, or any other Person and (Bii) neither the Administrative Agent, any of its Affiliates (including the Arranger Arranger) nor any Lender has any obligation to the Borrower, any other Loan Party or any of 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, Agent and its Affiliates (including the Arranger Arranger) and 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, the other Loan Parties and their respective Affiliates, and neither the Administrative Agent, any of its Affiliates (including the Arranger Arranger) nor any Lender has any obligation to disclose any of such interests to the Borrower, any other Loan Party or any of their respective Affiliates. [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. To the fullest extent permitted by Applicable Lawslaw, each of the Borrower and the each other Loan Parties Party hereby waives and releases any claims that it may have against the Administrative Agent, any of its Affiliates (including the Arranger and the Lenders 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 transactions contemplated hereby.

Appears in 2 contracts

Samples: Credit Agreement (Solarcity Corp), Credit 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 each Borrower and each other Loan Party 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, the Arranger Agent and the Lenders, Joint Lead Arrangers are arm’s-length commercial transactions between the Borrower each Borrower, each other of the Loan Party Parties, and their respective Affiliates, on the one hand, and the Administrative Agent, Agent each of the Arranger and the LendersJoint Lead Arrangers, on the other hand, (B) each of the Borrower Borrowers and the other Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Borrower Borrowers and each other 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)(Aii) (A) each of the Administrative Agent, the Arranger Agent and each Lender Joint Lead Arranger 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, any other Loan Party or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, the Arranger Agent nor any Lender Joint Lead Arranger has any obligation to the any Borrower, any other Loan Party or any of 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, the Arranger Agent and the Lenders 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 BorrowerBorrowers, the other Loan Parties and their respective Affiliates, and neither the Administrative Agent, the Arranger Agent nor any Lender Joint Lead Arranger has any obligation to disclose any of such interests to the any Borrower, any other Loan Party or any of their respective Affiliates. To the fullest extent permitted by Applicable Lawslaw, each of the Borrower Borrowers and the other Loan Parties hereby waives and releases any claims that it may have against the Administrative Agent, the Arranger Agent and the Lenders 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: Credit Agreement (World Fuel Services Corp), Credit Agreement (World Fuel Services 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), each of the Borrower and each the other Loan Party Parties 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, the Arranger Arrangers, and the Lenders, Lenders are arm’s-length commercial transactions between the Borrower Borrower, each the other Loan Party Parties and their respective Affiliates, on the one hand, and the Administrative Agent, the Arranger Arrangers, and the Lenders, on the other hand, (B) 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, and (C) each of the Borrower and each the other Loan Party Parties 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, the Arranger Arrangers and the Lenders 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, any of the other Loan Party Parties or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, the any Arranger nor any Lender has any obligation to the Borrower, any other Loan Party or any of 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, the Arranger and Arrangers, the Lenders Lenders, and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower, the other Loan Parties and their respective Affiliates, and neither the Administrative Agent, the Arranger Arrangers nor any Lender has any obligation to disclose any of such interests to the Borrower, any other Loan Party or any of their respective Affiliates. To the fullest extent permitted by Applicable Lawslaw, each of the Borrower and the other Loan Parties hereby waives and releases any claims that it may have against the Administrative Agent, the Arranger Arrangers and 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 2 contracts

Samples: Credit Agreement (Leonardo DRS, Inc.), Credit Agreement (Leonardo DRS, 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 and each other Loan Party acknowledges and agrees, agrees and acknowledges its Affiliates’ understanding, understanding that that: (i)(Ai) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arranger and Arrangers and/or the Lenders, Lenders are arm’s-length commercial transactions between the Borrower Borrower, each other Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Arranger Arrangers and the Lenders, on the other hand, (B) each of the Borrower and the other Loan Parties has have consulted its their own legal, accounting, regulatory and tax advisors to the extent it has they have deemed appropriate, and (C) the Borrower and each other Loan Party 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)(Aii) (A) each of the Administrative Agent, the Arranger Arrangers and each Lender the 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 fiduciary, for Borrower, any other Loan Party, or any of their respective Affiliates, or any other Person, and (B) none of the Administrative Agent, any Arranger and any Lender has any obligation to Borrower, any other Loan Party or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, the Arranger nor any Lender has any obligation to the Borrower, any other Loan Party or any of 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 (iii) the Administrative Agent, the Arranger and Arrangers, 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, the other Loan Parties and their respective Affiliates, and neither each of the Administrative Agent, the Arranger nor any Lender Arrangers and the Lenders has any no obligation to disclose any of such interests to the Borrower, any other Loan Party or of any of their respective Affiliates. To the fullest extent permitted by Applicable LawsLaw, each of the Borrower and the other Loan Parties hereby waives waive and releases release, any claims that it may have against the Administrative Agent, the each Arranger and the Lenders each 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: Credit Agreement (Rotech Healthcare Holdings Inc.), Credit Agreement (Rotech Healthcare 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 Borrower and each other 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, the Arranger Arrangers and the Lenders, are arm’s-length commercial transactions between the Borrower , each other Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Arranger Arrangers and the Lenders, on the other hand, (B) 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, and (C) the Borrower and each other 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, the each 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, any other Loan Party or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, the Arranger Arrangers nor any Lender has any obligation to the Borrower, any other Loan Party or any of 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, the Arranger Arrangers and 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, the other Loan Parties and their respective Affiliates, and neither the Administrative Agent, the Arranger Arrangers nor any Lender has any obligation to disclose any of such interests to the Borrower, any other Loan Party or any of their respective Affiliates. To the fullest extent permitted by Applicable Laws, each of the Borrower and the other Loan Parties hereby waives and releases any claims that it may have against the Administrative Agent, the Arranger Arrangers and 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 2 contracts

Samples: Credit Agreement (Pebblebrook Hotel Trust), Credit Agreement (Pebblebrook Hotel Trust)

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 and each other Loan Party hereby acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i)(Aa) (i) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arranger Arrangers and the Lenders, Lenders are arm’s-length commercial transactions between the Borrower Co-Borrowers, each other Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Arranger Arrangers and the Lenders, on the other hand, (Bii) each of the Borrower Co-Borrowers and the other Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (Ciii) the Borrower Co-Borrowers and each other 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)(Ab) (i) the Administrative Agent, the Arranger Arrangers and the Lenders 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 BorrowerCo-Borrowers, any other Loan Party or any of their respective Affiliates, or any other Person and (Bii) neither the Administrative Agent, the any Arranger nor any Lender has any obligation to the BorrowerCo-Borrowers, any other Loan Party or any of 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, the Arranger and Arrangers, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the BorrowerCo-Borrowers, the other Loan Parties and their respective Affiliates, and neither the Administrative Agent, the Arranger Agent nor any Lender Arranger has any obligation to disclose any of such interests to the BorrowerCo-Borrowers, any other Loan Party or any of their respective Affiliates. To the fullest extent permitted by Applicable Lawslaw, each of the Borrower and the other Loan Parties Party hereby waives and releases any claims that it may have against the Administrative Agent, the Arranger Arrangers and 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 2 contracts

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

No Advisory or Fiduciary Responsibility. (a) In connection with all aspects of each transaction contemplated hereby hereby, each Credit Party acknowledges and agrees 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 and each other 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, the Arranger and the Lenders, are an arm’s-length commercial transactions transaction between the Borrower , each other Loan Party and their respective AffiliatesCredit Parties, on the one hand, and the Administrative Agent, the Arranger Arrangers and the Lenders, on the other hand, (B) 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, and (C) the Borrower and each other Loan Credit 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 Documents; Documents (ii)(Aincluding any amendment, waiver or other modification hereof or thereof), (ii) in connection with the process leading to such transaction, each of the Administrative Agent, the Arranger Arrangers and each Lender the 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, any other Loan Party or any of their respective Affiliates, Credit Parties or any other Person and Person, (Biii) neither none of the Administrative Agent, the Arrangers or the Lenders has assumed or will assume an advisory, agency or fiduciary responsibility in favor of any Credit 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 any Arranger nor or Lender has advised or is currently advising any Lender Credit Party on other matters) and none of the Administrative Agent, the Arrangers or the Lenders has any obligation to the Borrower, any other Loan Credit Party or any of their respective 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, the Arranger Arrangers and the 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, the other Loan Parties and their respective AffiliatesCredit Parties, and neither none of the Administrative Agent, the Arranger nor any Lender Arrangers or the Lenders has any obligation to disclose any of such interests to the Borrowerby virtue of any advisory, any other Loan Party agency or any of their respective Affiliates. To the fullest extent permitted by Applicable Laws, each of the Borrower fiduciary relationship and the other Loan Parties hereby waives and releases any claims that it may have against (v) the Administrative Agent, the Arranger Arrangers and the 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 (Brinks Co), Credit Agreement (Brinks 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 Credit Document), the Borrower and each other Loan 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, the Arranger Arrangers and the Lenders, Lenders are arm’sarms-length commercial transactions between the Borrower Borrower, each other Loan Credit Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Arranger Arrangers and the Lenders, on the other hand, (B) each of the Borrower and the each other Loan Parties Credit Party has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower and each other Loan 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)(Aii) (A) the Administrative Agent, the Arranger Arrangers and each Lender is the Lenders 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, any other Loan Credit Party or any of their respective Affiliates, or any other Person and (B) neither none of the Administrative Agent, the any Arranger nor any Lender has any obligation to the Borrower, any other Loan Credit Party or any of 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) Credit Documents or as expressly agreed in writing by the relevant parties the Administrative Agent, the Arranger Arrangers and 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, the other Loan Credit Parties and their respective Affiliates, and neither none of the Administrative Agent, the any Arranger nor any Lender has any obligation to disclose any of such interests to the Borrower, any other Loan Credit Party or any of their respective Affiliates. To the fullest extent permitted by Applicable Laws, each of the Borrower and the other Loan Parties hereby waives and releases any claims that it may have against the Administrative Agent, the Arranger and 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 2 contracts

Samples: Credit Agreement (PPL Energy Supply LLC), Credit Agreement (Talen 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 Document), the Borrower and each other Loan Party 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, the Arranger Arrangers and the Lenders, Lenders are arm’s-length commercial transactions between the Borrower Borrower, each other Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Arranger Arrangers and the Lenders, on the other hand, (B) 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, and (C) the Borrower and each other 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)(Aii) (A) each of the Administrative Agent, the Arranger Arrangers 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, any other Loan Party or any of their respective Affiliates, or any other Person and (B) neither none of the Administrative Agent, the Arranger nor Arrangers or any Lender has any obligation to the Borrower, any other Loan Party or any of 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, the Arranger Arrangers and 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, the other Loan Parties and their respective Affiliates, and neither none of the Administrative Agent, the Arranger nor Arrangers or any Lender has any obligation to disclose any of such interests to the Borrower, any other Loan Party or any of their respective Affiliates. To the fullest extent permitted by Applicable Lawslaw, each of the Borrower and the each other Loan Parties Party hereby waives and releases any claims that it may have against the Administrative Agent, the Arranger and the Lenders Arrangers 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: Credit Agreement (Marathon Petroleum Corp), Term Loan Agreement (Marathon Petroleum 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 and each other Loan Party 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, the Arranger Arranger, and the Lenders, Lenders are arm’s-length commercial transactions between the Borrower Borrower, each other Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Arranger Arranger, and the Lenders, on the other hand, (B) 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, and (C) the Borrower and each other 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)(Aii) (A) the Administrative 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, any other Loan Party or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, the Arranger nor any Lender has any obligation to the Borrower, any other Loan Party or any of 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, the Arranger and 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, the other Loan Parties and their respective Affiliates, and neither the Administrative Agent, the Arranger Arranger, nor any Lender has any obligation to disclose any of such interests to the Borrower, any other Loan Party or any of their respective Affiliates. To the fullest extent permitted by Applicable Lawslaw, each the Borrower, for itself and on behalf of the Borrower and the other Loan Parties its Affiliates, hereby waives and releases any claims that it may have against the Administrative Agent, the Arranger and the Lenders 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: Credit Agreement (Gas Natural Inc.), Credit Agreement (Gas Natural 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 and each other Loan Party acknowledges acknowledge and agreesagree, and acknowledges its acknowledge their respective Affiliates’ understanding, that: (i)(Ai) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arranger Arrangers and the Lenders, Lenders are arm’s-length commercial transactions between among the Borrower Borrower, each other Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Arranger Arrangers and the Lenders, on the other hand, (B) 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, appropriate and (C) the Borrower and each other Loan Party is 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; (ii)(Aii) (A) the Administrative Agent, the each Arranger and each Lender 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 other Loan Party or any of their respective Affiliates, or any other Person and (B) neither none of the Administrative Agent, the Arranger nor any Lender Arrangers and the Lenders has any obligation to the Borrower, any other Loan Party or any of 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, the Arranger and Arrangers, 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, the other Loan Parties and their respective Affiliates, and neither none of the Administrative Agent, the Arranger nor any Lender Arrangers and the Lenders has any obligation to disclose any of such interests to the Borrower, any other Loan Party or any of their respective Affiliates. To the fullest extent permitted by Applicable Lawslaw, each of the Borrower and the other Loan Parties hereby waives and releases any claims that it may have against the Administrative Agent, the Arranger Arrangers and 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 2 contracts

Samples: Credit Agreement (Kraton Performance Polymers, Inc.), Credit Agreement (Kraton Polymers 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 and each other Loan Party 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, the Arranger Arranger, and the Lenders, Lenders are arm’s-length commercial transactions between the Borrower each Borrower, each other Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Arranger Arranger, and the Lenders, on the other hand, (B) 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, and (C) the each Borrower and each other 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)(Aii) (A) the Administrative 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 each Borrower, any other Loan Party or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, the Arranger nor any Lender has any obligation to the each Borrower, any other Loan Party or any of 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, the Arranger and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the each Borrower, the other Loan Parties and their respective Affiliates, and neither the Administrative Agent, the Arranger Arranger, nor any Lender has any obligation to disclose any of such interests to the each Borrower, any other Loan Party or any of their respective Affiliates. To the fullest extent permitted by Applicable Lawslaw, each of the Borrower and the each other Loan Parties Party hereby waives and releases any claims that it may have against the Administrative Agent, the Arranger and the Lenders 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: Credit Agreement (Monster Worldwide, Inc.), Credit Agreement (Monster Worldwide, 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 Borrowers acknowledge and each other Loan Party acknowledges and agreesagree, and acknowledges its their Affiliates’ understanding, that: (i)(Ai) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arranger Arrangers and the Lenders, Lenders are arm’s-length commercial transactions between the Borrower Borrowers, each other Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Arranger Arrangers and the Lenders, on the other hand, (B) each of the Borrower Borrowers and the other Loan Parties has consulted with its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the each Borrower and each other 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, the Arranger Arrangers and the Lenders 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 BorrowerBorrowers, any other Loan Party or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, Agent nor the Arranger Arrangers nor any Lender the Lenders has any obligation to the BorrowerBorrowers, any other Loan Party or any of 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, the Arranger Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the BorrowerBorrowers, the other Loan Parties and their respective Affiliates, and neither the Administrative Agent, Agent nor the Arranger Arrangers nor any Lender the Lenders has any obligation to disclose any of such interests to the BorrowerBorrowers, any other Loan Party or any of their respective Affiliates. To the fullest extent permitted by Applicable Lawslaw, each of the Borrower Borrowers and the other Loan Parties hereby waives and releases any claims that it may have against the Administrative Agent, the Arranger Arrangers and 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 2 contracts

Samples: Term Loan Agreement (Highwoods Realty LTD Partnership), Credit 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 and each other Loan Party 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, the Arranger Joint Lead Arrangers and the Lenders, Lenders are arm’s-length commercial transactions between the Borrower , each other Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Arranger Joint Lead Arrangers and the Lenders, on the other hand, (B) 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, and (C) the Borrower and each other 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)(Aii) (A) the Administrative Agent, the each Joint Lead 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, any other Loan Party or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, the any Joint Lead Arranger nor any Lender has any obligation to the Borrower, any other Loan Party or any of 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, the Arranger Joint Lead Arrangers and 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, the other Loan Parties and their respective Affiliates, and neither the Administrative Agent, the any Joint Lead Arranger nor any Lender has any obligation to disclose any of such interests to the Borrower, any other Loan Party or any of their respective Affiliates. To the fullest extent permitted by Applicable Lawslaw, each of the Borrower and the each other Loan Parties Party hereby waives and releases any claims that it may have against the Administrative Agent, the any Joint Lead Arranger and the Lenders 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: Credit Agreement (Engility Holdings, Inc.), Credit Agreement (Engility 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 Credit Document), the Parent and the Borrower acknowledge and each other Loan Party acknowledges and agreesagree, and acknowledges its acknowledge their respective Affiliates’ understanding, that: (i)(Ai) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arranger Other Agents, the Arrangers and the Lenders, Lenders are arm’s-length commercial transactions between the Parent, the Borrower , each other Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Arranger Other Agents, the Arrangers and the Lenders, on the other hand, (B) each of the Parent and the Borrower and the other Loan Parties has have consulted its their own legal, accounting, regulatory and tax advisors to the extent it has they have deemed appropriate, and (C) the Parent and the Borrower and each other Loan Party is 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; (ii)(Aii) (A) the Administrative Agent, the Arranger each Other Agent, each Lender and each Lender Arranger 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 BorrowerParent, any other Loan Party the Borrower or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent nor any Other Agent, the any Arranger nor or any Lender has any obligation to the Borrower, any other Loan Party Parent or the Borrower or any of 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, the Arranger Other Agents, the Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the BorrowerParent, the other Loan Parties Borrower and their respective Affiliates, and neither the Administrative Agent, the any Other Agent, any Arranger nor or any Lender has any obligation to disclose any of such interests to the BorrowerParent, any other Loan Party the Borrower or any of their respective Affiliates. To the fullest extent permitted by Applicable Lawslaw, each of the Parent and the Borrower hereby waive and the other Loan Parties hereby waives and releases release any claims that it may have against the Administrative Agent, the any Other Agent, any Arranger and the Lenders 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. [The remainder of this page is intentionally left blank.]

Appears in 2 contracts

Samples: Senior Secured Term Loan Agreement (Paragon Offshore PLC), Term Loan Agreement (Paragon Offshore 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 and each other Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i)(Aa) (i) no fiduciary, advisory or agency relationship between any Loan Party and its Subsidiaries and the the Bank 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 Bank has advised or is advising any Loan Party or any of its Subsidiaries on other matters, (ii) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arranger and the Lenders, Bank are arm’s-length commercial transactions between the Borrower , each other such Loan Party Parties and their respective Affiliates, on the one hand, and the Administrative Agent, the Arranger and the LendersBank, on the other hand, (Biii) each of the Borrower and the other Loan Parties Party has consulted its own legal, accounting, regulatory and tax advisors to the extent that it has deemed appropriate, appropriate and (Civ) the Borrower and each other 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 (ii)(Ab) (i) the Administrative Agent, the Arranger and each Lender 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, any other Loan Party or any of their respective its Affiliates, or any other Person and Person; (Bii) neither the Administrative Agent, the Arranger nor any Lender Bank has any no obligation to the Borrower, any other Loan Party or any of their respective 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, the Arranger Bank and the Lenders and their its 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, the other any Loan Parties Party and their respective its Affiliates, and neither the Administrative Agent, the Arranger nor any Lender Bank has any no obligation to disclose any of such interests to the Borrower, any other Loan Party or any of their respective its Affiliates. To the fullest extent permitted by Applicable Lawslaw, each of the Borrower and the other Loan Parties Party hereby waives and releases any claims that it may have against the Administrative Agent, the Arranger and the Lenders Bank 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 (Willdan Group, Inc.), Credit Agreement (Willdan 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 and each other Loan Party acknowledges and agrees, agrees that and acknowledges its Affiliates’ understanding, Affiliates understanding that: (i)(Ai) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arranger Agent and the Lenders, Joint-Lead Arrangers are arm’s-length commercial transactions between the Borrower Borrower, each other Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Arranger Agent and the LendersJoint-Lead Arrangers, on the other hand, (B) 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, and (C) the Borrower and each other 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)(Aii) (A) the Administrative Agent, the Arranger Agent and each Lender Joint-Lead Arranger 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 other Loan Party or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, Agent nor the Arranger nor any Lender Joint-Lead Arrangers has any obligation to the Borrower, any other Loan Party or any of 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, the Arranger Agent and the Lenders 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, the other Loan Parties and their respective Affiliates, and neither the Administrative Agent, Agent nor the Arranger nor any Lender Joint-Lead Arrangers has any obligation to disclose any of such interests to the Borrower, any other Loan Party or any of their respective Affiliates. To the fullest extent permitted by Applicable Lawslaw, each of the Borrower and the other Loan Parties hereby waives and releases any claims that it may have against the Administrative Agent, the Arranger Agent and the Lenders 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: Credit Agreement (Alaska Air Group Inc), Credit Agreement (Alaska Air 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 and each other Loan Party acknowledges and agrees, agrees and acknowledges its Affiliates’ understanding, that: understanding that (i)(Ai) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Sole Lead Arranger and and/or the Lenders, Lenders are arm’s-length commercial transactions between the Borrower Borrower, each other Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Sole Lead Arranger and the Lenders, on the other hand, (B) each of the Borrower and the other Loan Parties has have consulted its their own legal, accounting, regulatory and tax advisors to the extent it has they have deemed appropriate, and (C) the Borrower and each other Loan Party 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)(Aii) (A) each of the Administrative Agent, the Sole Lead Arranger and each Lender the 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, any other Loan Party or any of their respective Affiliates, or any other Person Person, and (B) neither none of the Administrative Agent, Agent and the Arranger nor any Lender has any Lenders have no obligation to the Borrower, any other Loan Party or any of 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 (iii) the Administrative Agent, the Arranger and Sole 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, the other Loan Parties and their respective Affiliates, and neither each of the Administrative Agent, the Sole Lead Arranger nor any Lender and the Lenders has any no obligation to disclose any of such interests to the Borrower, any other Loan Party or any of their respective Affiliates. To the fullest extent permitted by Applicable Lawslaw, each of the Borrower and the other Loan Parties hereby waives and releases any claims that it may have against the Administrative Agent, the Sole Lead Arranger and the Lenders 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.. 109

Appears in 2 contracts

Samples: Credit Agreement (Tengasco Inc), Credit Agreement (Riley Exploration - Permian, 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 and each other Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i)(Aa) (i) the arranging and other services regarding this Agreement provided by the Administrative AgentAgent and any Affiliate thereof, the Arranger and the Lenders, Lenders are arm’s-length commercial transactions between the Borrower Borrower, each other Loan Party and their respective Affiliates, on the one hand, and the Administrative AgentAgent and, as applicable, its Affiliates (including the Sole Lead Arranger) and the Lenders and their Affiliates (collectively, solely for purposes of this Section, the Arranger and the Lenders”), on the other hand, (Bii) 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, and (Ciii) the Borrower and each other 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)(Ab) (i) the Administrative Agent, Agent and its Affiliates (including the Arranger Sole Lead Arranger) and each Lender 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, any other Loan Party or any of their respective Affiliates, or any other Person and (Bii) neither the Administrative Agent, any of its Affiliates (including the Arranger Sole Lead Arranger) nor any Lender has any obligation to the Borrower, any other Loan Party or any of 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, Agent and its Affiliates (including the Arranger Sole Lead Arranger) and 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, the other Loan Parties and their respective Affiliates, and neither the Administrative Agent, any of its Affiliates (including the Arranger Sole Lead Arranger) nor any Lender has any obligation to disclose any of such interests to the Borrower, any other Loan Party or any of their respective Affiliates. To the fullest extent permitted by Applicable LawsLaw, each of the Borrower and the each other Loan Parties Party hereby waives and releases any claims that it may have against the Administrative Agent, any of its Affiliates (including the Arranger and the Lenders Sole Lead 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 transactions contemplated hereby.

Appears in 2 contracts

Samples: Credit Agreement (Factset Research Systems Inc), Credit Agreement (Factset Research 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 each Borrower and each other Loan Party acknowledges and agrees, and acknowledges its their Affiliates’ understandingunderstandings, that: (i)(Ai) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arranger Arranger, and the Lenders, Lenders are arm’s-length commercial transactions between the each Borrower , each other Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Arranger Arranger, and the Lenders, on the other hand, (B) each of the Borrower and the each other Loan Parties Party has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the each Borrower and each other 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)(Aii) (A) the Administrative 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 any Borrower, or any other Loan Party or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, the Arranger nor any Lender has any obligation to the any Borrower, any other Loan Party or any of 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, the Arranger and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the any Borrower, the any other Loan Parties Party and their respective Affiliates, and neither the Administrative Agent, the Arranger Arranger, nor any Lender has any obligation to disclose any of such interests to the any Borrower, any other Loan Party or any of their respective Affiliates. To the fullest extent permitted by Applicable Lawslaw, each of the Borrower and the each other Loan Parties Party hereby waives and releases any claims that it may have against the Administrative Agent, the Arranger and the Lenders 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: Credit Agreement (Diodes Inc /Del/), Credit Agreement (Diodes Inc /Del/)

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 and each other Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i)(Ai) (A) the arranging and other services regarding this Agreement provided by the Administrative AgentAgent , the Arranger MLPFS, and the Lenders, other Arrangers are arm’s-length commercial transactions between the such Borrower , each other Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Arranger MLPFS, and the Lendersother Arrangers, on the other hand, (B) each of the such Borrower and the other Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the such Borrower and each other 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)(Aii) (A) the Administrative Agent, the Arranger MLPFS, and each Lender other 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, any other Loan Party or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, the Arranger MLPFS nor any Lender other Arranger has any obligation to the such Borrower, any other Loan Party or any of 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, the Arranger MLPFS and the Lenders 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, the other Loan Parties and their respective Affiliates, and neither the Administrative Agent, the Arranger MLPFS nor any Lender other Arranger has any obligation to disclose any of such interests to the Borrower, any other Loan Party or any of their respective Affiliates. To the fullest extent permitted by Applicable Lawslaw, each of the Borrower Borrowers and the other Loan Parties hereby waives and releases any claims that it may have against the Administrative Agent, the Arranger MLPFS and the Lenders 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 2 contracts

Samples: Credit Agreement (Parexel International Corp), Credit Agreement (Parexel 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 Document), the Borrower and each other Loan Party 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, the Arranger Agent and the Lenders, Joint Lead Arrangers are arm’s-length commercial transactions between the Borrower Borrower, each other Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Arranger Agent and the LendersJoint Lead Arrangers, on the other hand, (B) 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, and (C) the Borrower and each other 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)(Aii) (A) the Administrative Agent, the Arranger Agent and each Lender 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, any other Loan Party or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, the Arranger Agent nor any Lender Joint Lead Arranger has any obligation to the Borrower, any other Loan Party or any of 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, the Arranger Agent and the Lenders 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, the other Loan Parties and their respective Affiliates, and neither the Administrative Agent, the Arranger Agent nor any Lender Joint Lead Arranger has any obligation to disclose any of such interests to the Borrower, any other Loan Party or any of their respective Affiliates. To the fullest extent permitted by Applicable Lawslaw, each of the Borrower and the other Loan Parties hereby waives and releases any claims that it may have against the Administrative Agent, the Arranger Agent and the Lenders 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: Credit Agreement (Quality Distribution Inc), Credit Agreement (Quality Distribution 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 and each other Loan Party 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, the Arranger Arranger, and the Lenders, Lenders are arm’s-length commercial transactions between the Borrower Borrower, each other Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Arranger and the Lenders, on the other hand, (B) 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, and (C) the Borrower and each other 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)(Aii) (A) the Administrative 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, any other Loan Party or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, the Arranger nor any Lender has any obligation to the Borrower, any other Loan Party or any of 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, the Arranger and 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, the other Loan Parties and their respective Affiliates, and neither the Administrative Agent, the Arranger nor any Lender has any obligation to disclose any of such interests to the Borrower, any other Loan Party or any of their respective Affiliates. To the fullest extent permitted by Applicable Lawslaw, each of the Borrower and the each other Loan Parties Party hereby waives and releases any claims that it may have against the Administrative Agent, the Arranger and the Lenders 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: Assignment and Assumption (Varian Medical Systems Inc), Assignment and Assumption (Varian Medical 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 and each other Loan Party 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, the Arranger Arrangers and the Lenders, Lenders are arm’s-length commercial transactions between the Borrower Borrower, each other Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Arranger Arrangers and the Lenders, on the other hand, (B) 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, and (C) the Borrower and each other 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)(Aii) (A) the Administrative Agent, the Arranger Arrangers and the Lenders 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, any other Loan Party or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, any of the Arranger Arrangers nor any Lender has any obligation to the Borrower, any other Loan Party or any of 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, the Arranger and Arrangers, 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, the other Loan Parties and their respective Affiliates, and neither the Administrative Agent, any of the Arranger Arrangers nor any Lender has any obligation to disclose any of such interests to the Borrower, any other Loan Party or any of their respective Affiliates. To the fullest extent permitted by Applicable Lawslaw, each of the Borrower and the each other Loan Parties Party hereby waives and releases any claims that it may have against the Administrative Agent, the Arranger and the Lenders Arrangers 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: Credit Agreement (Ii-Vi Inc), Credit Agreement (Ii-Vi 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 and each other Loan Party 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, the Arranger BAS, and the Lenders, other lead arranger(s) are arm’s-length commercial transactions between the Borrower such Borrower, each other Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Arranger BAS, and the Lendersother lead arranger(s), on the other hand, (B) each of the such Borrower and the other Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the such Borrower and each other 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)(Aii) (A) the Administrative Agent, the Arranger BAS, and each Lender other 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 such Borrower, any other Loan Party or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, the Arranger BAS nor any Lender other lead arranger has any obligation to the such Borrower, any other Loan Party or any of 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, the Arranger BAS and the Lenders other lead arranger(s) and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the such Borrower, the other Loan Parties and their respective Affiliates, and neither the Administrative Agent, the Arranger BAS nor any Lender other lead arranger has any obligation to disclose any of such interests to the Borrower, any other Loan Party or any of their respective Affiliates. To the fullest extent permitted by Applicable Lawslaw, each of the Borrower Borrowers and the other Loan Parties hereby waives and releases any claims that it may have against the Administrative Agent, the Arranger BAS and the Lenders other lead arranger(s) 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 (Albemarle Corp), Credit Agreement (Albemarle 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), each of the Borrower and each other 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, the Arranger Agent and the LendersArranger, and the Lenders are arm’s-length commercial transactions between the Borrower Borrower, each other Loan Party and their respective Affiliates, on the one hand, and the Administrative AgentAgent and the Arranger, the Arranger and the Lenders, on the other hand, (B) each of the Borrower and the each other Loan Parties Party has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Borrower and each other 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, Agent and 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, any other Loan Party Party, or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, Agent nor the Arranger nor any Lender has any obligation to the Borrower, any other Loan Party Party, or any of 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, the Arranger and 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, the other Loan Parties and their respective Affiliates, and neither the Administrative Agent, Agent nor the Arranger nor any Lender has any obligation to disclose any of such interests to the Borrower, any other Loan Party or any of their respective Affiliates. To the fullest extent permitted by Applicable Lawslaw, each of the Borrower and the each other Loan Parties Party hereby waives and releases any claims that it may have against the Administrative Agent, Agent and the Arranger and the Lenders 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: Credit Agreement (Ashford Inc.), Credit Agreement (Ashford 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 and each other Loan Party 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, the Arranger Arrangers, and the Lenders, Lenders are arm’s-length commercial transactions between the Borrower Borrower, each other Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Arranger Arrangers, and the Lenders, on the other hand, (B) 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, and (C) the Borrower and each other 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)(Aii) (A) the Administrative Agent, the Arranger Arrangers 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, any other Loan Party or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, the any Arranger nor any Lender has any obligation to the Borrower, any other Loan Party or any of 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, the Arranger Arrangers and 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, the other Loan Parties and their respective Affiliates, and neither the Administrative Agent, the Arranger Arrangers, nor any Lender has any obligation to disclose any of such interests to the Borrower, any other Loan Party or any of their respective Affiliates. To the fullest extent permitted by Applicable Lawslaw, each of the Borrower and the each other Loan Parties Party hereby waives and releases any claims that it may have against the Administrative Agent, the Arranger and the Lenders Arrangers 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: Credit Agreement (Paramount Group, Inc.), Credit Agreement (Paramount 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 and each other Loan Party 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, the Arranger Arranger, and the Lenders, Lenders are arm’s-length commercial transactions between the Borrower Borrower, each other Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Arranger Arranger, and the Lenders, on the other hand, (B) 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, and (C) the Borrower and each other 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)(Aii) (A) the Administrative 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, any other Loan Party or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, the Arranger nor any Lender has any obligation to the Borrower, any other Loan Party or any of 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, the Arranger and 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, the other Loan Parties and their respective Affiliates, and neither the Administrative Agent, the Arranger Arranger, nor any Lender has any obligation to disclose any of such interests to the Borrower, any other Loan Party or any of their respective Affiliates. To the fullest extent permitted by Applicable Lawslaw, each of the Borrower and the each other Loan Parties Party hereby waives and releases any claims that it may have against the Administrative Agent, the Arranger and the Lenders 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: Credit Agreement (TPG RE Finance Trust, Inc.), Credit Agreement (Zulily, 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 Borrower Borrower, the Parent and each other Loan Party the General Partner acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i)(A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arranger BAS and the Lenders, other Arranger are arm’s-length commercial transactions between the Borrower Borrower, each other Loan Party the Parent, the General Partner and their respective Affiliates, on the one hand, and the Administrative Agent, the Arranger and the Lendersother Arranger, on the other hand, (B) each of the Borrower Borrower, the Parent and the other Loan Parties General Partner has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Borrower Borrower, the Parent and each other Loan Party the General Partner 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, the Arranger BAS and each Lender other 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 other Loan Party the Parent, the General Partner or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, the Arranger BAS nor any Lender other Arranger has any obligation to the Borrower, any other Loan Party the Parent , the General Partner or any of 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, the Arranger BAS and the Lenders other Arranger(s) and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower, the other Loan Parties Parent, the General Partner and their respective Affiliates, and neither the Administrative Agent, the Arranger BAS nor any Lender other Arranger has any obligation to disclose any of such interests to the Borrower, any other Loan Party the Parent, the General Partner or any of their respective Affiliates. To the fullest extent permitted by Applicable Lawslaw, each of the Borrower Borrower, the Parent and the other Loan Parties General Partner hereby waives and releases any claims that it may have against the Administrative Agent, the Arranger BAS and the Lenders other Arranger(s) 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: Security Agreement (Suburban Propane Partners Lp), Security Agreement (Suburban Propane 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 Borrower and each other Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i)(Aa)(i) the arranging and other services regarding this Agreement provided by the Administrative AgentAgent and any Affiliate thereof, the Arranger and the Lenders, Lenders are arm’s-length commercial transactions between the Borrower Borrower, each other Loan Party and their respective Affiliates, on the one hand, and the Administrative AgentAgent and, as applicable, its Affiliates, the Arranger and the Lenders and their Affiliates (collectively, solely for purposes of this Section 11.17, the “Lenders”), on the other hand, (Bii) 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, and (Ciii) the Borrower and each other 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)(Ab) (i) the Administrative AgentAgent and its Affiliates, the Arranger and each Lender 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, any other Loan Party or any of their respective Affiliates, or any other Person and (Bii) neither the Administrative Agent, any of its Affiliates, the Arranger nor any Lender has any obligation to the Borrower, any other Loan Party or any of 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 AgentAgent and its Affiliates, the Arranger and 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, the other Loan Parties and their respective Affiliates, and neither the Administrative Agent, any of its Affiliates, the Arranger nor any Lender has any obligation to disclose any of such interests to the Borrower, any other Loan Party or any of their respective Affiliates. To the fullest extent permitted by Applicable Lawslaw, each of the Borrower and the each other Loan Parties Party hereby waives and releases any claims that it may have against the Administrative Agent, any of its Affiliates, the Arranger and the Lenders or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction transactions contemplated hereby.

Appears in 2 contracts

Samples: Credit Agreement (Zeta Global Holdings Corp.), Credit Agreement (Zeta Global 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 Document), the Borrower and each other Loan Party 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, the Arranger Arranger, and the Lenders, Lenders are arm’s-length commercial transactions between the Borrower Borrower, each other Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Arranger Arranger, and the Lenders, on the other hand, (B) 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, and (C) the Borrower and each other 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)(Aii) (A) the Administrative 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, any other Loan Party or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, the Arranger nor any Lender has any obligation to the Borrower, any other Loan Party or any of 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, the Arranger and 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, the other Loan Parties and their respective Affiliates, and neither the Administrative Agent, the Arranger Arranger, nor any Lender has any obligation to disclose any of such interests to the Borrower, any other Loan Party or any of their respective Affiliates. To the fullest extent permitted by Applicable Lawslaw, each of the Borrower and the each other Loan Parties Party hereby waives and releases any claims that it may have against the Administrative Agent, the Arranger and the Lenders 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: Credit Agreement (American Residential Properties, Inc.), Credit Agreement (American Residential Properties, Inc.)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, amendment and restatement, waiver or other modification hereof or of any other Loan Document), each of Holdings and the Borrower and each other Loan Party 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, the Arranger Arranger, and the Lenders, Lenders are arm’s-length commercial transactions between the Borrower Borrower, each other Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Arranger Arranger, and the Lenders, on the other hand, (B) 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, and (C) the Borrower and each other 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)(Aii) (A) the Administrative 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, any other Loan Party or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, the Arranger nor any Lender has any obligation to the Borrower, any other Loan Party or any of 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, the Arranger and 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, the other Loan Parties and their respective Affiliates, and neither the Administrative Agent, the Arranger Arranger, nor any Lender has any obligation to disclose any of such interests to the Borrower, any other Loan Party or any of their respective Affiliates. To the fullest extent permitted by Applicable Lawslaw, each of the Borrower Borrower, Holdings and the each other Loan Parties Party hereby waives and releases any claims that it may have against the Administrative Agent, the Arranger and the Lenders 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: Credit Agreement (NorthStar Realty Europe Corp.), Credit Agreement (NorthStar Realty Europe 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 Borrowers and each other Loan Party 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, the Arranger Arrangers and the Lenders, Lenders are arm’s-length commercial transactions between the Borrower Borrowers, each other Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Arranger Arrangers and the Lenders, on the other hand, (B) each of the Borrower Borrowers and the other Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Borrower Borrowers and each other Loan Party Parties 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, the Arranger Arrangers 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 any of the BorrowerBorrowers, any the other Loan Party Parties or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, any of the Arranger Arrangers nor any Lender of the Lenders has any obligation to any of the BorrowerBorrowers, any the other Loan Party Parties or any of 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, the Arranger Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the BorrowerBorrowers, the other Loan Parties and their respective Affiliates, and neither the Administrative Agent, any of the Arranger Arrangers nor any Lender of the Lenders has any obligation to disclose any of such interests to any of the BorrowerBorrowers, any the other Loan Party Parties or any of their respective Affiliates. To the fullest extent permitted by Applicable Lawslaw, each of the Borrower Borrowers and the other Loan Parties hereby waives and releases any claims that it may have against the Administrative Agent, any of the Arranger and Arrangers or any 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 2 contracts

Samples: Credit Agreement (Armstrong World Industries Inc), Credit Agreement (Armstrong Flooring, 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 Borrower and each the other Loan Party Parties 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, the Arranger Agent and the LendersArranger, are arm’s-length commercial transactions between the Borrower Borrower, each the other Loan Party Parties and their respective Affiliates, on the one hand, and the Administrative Agent, the Arranger Agent and the LendersArranger, on the other hand, (B) each of the Borrower and the each other Loan Parties Party has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Borrower and each other 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)(Aii) (A) the Administrative Agent, Agent and 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, any the other Loan Party Parties or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, Agent nor the Arranger nor any Lender has any obligation to the Borrower, and any other Loan Party or any of 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, Agent and the Arranger and 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, the other Loan Parties and their respective Affiliates, and neither the Administrative Agent, Agent nor the Arranger nor any Lender has any obligation to disclose any of such interests to the Borrower, any the other Loan Party Parties or any of their respective Affiliates. To the fullest extent permitted by Applicable Lawslaw, each of the Borrower and the other Loan Parties hereby waives and releases any claims that it may have against the Administrative Agent, Agent and the Arranger and 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 2 contracts

Samples: Credit Agreement (Albany Molecular Research Inc), Credit Agreement (Albany Molecular Research 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 and each other Loan Party acknowledges and agrees, agrees and acknowledges its Affiliates’ understanding, that: understanding that (i)(Ai) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arranger and Arrangers and/or the Lenders, Lenders are arm’s-length commercial transactions between the Borrower Borrower, each other Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Arranger Arrangers and the Lenders, on the other hand, (B) each of the Borrower and the other Loan Parties has have consulted its their own legal, accounting, regulatory and tax advisors to the extent it has they have deemed appropriate, and (C) the Borrower and each other Loan Party 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)(Aii) (A) each of the Administrative Agent, the Arranger Arrangers and each Lender the 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, any other Loan Party or any of their respective Affiliates, or any other Person Person, and (B) neither none of the Administrative Agent, the Arranger nor any Lender Arrangers or the Lenders has any obligation to the Borrower, any other Loan Party or any of 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 (iii) the Administrative Agent, the Arranger and Arrangers, 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, the other Loan Parties and their respective Affiliates, and neither each of the Administrative Agent, the Arranger nor any Lender Arrangers and the Lenders has any no obligation to disclose any of such interests to the Borrower, any other Loan Party or any of their respective Affiliates. To the fullest extent permitted by Applicable Lawslaw, each of the Borrower and the other Loan Parties hereby waives and releases any claims that it may have against the Administrative Agent, the Arranger and Arrangers or 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 2 contracts

Samples: Credit Agreement (Pure Storage, Inc.), Credit Agreement (Pure Storage, 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 and each other Loan Party 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, the Arranger Collateral Agent and the Lenders, Arrangers are arm’s-length commercial transactions between the Borrower , and each other Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Arranger Collateral Agent and the LendersArrangers, on the other hand, (B) 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, and (C) the Borrower and each other 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)(Aii) (A) the Administrative Agent, the Arranger Collateral Agent, and the Arrangers 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, any other Loan Party or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, the Arranger Collateral Agent nor any Lender the Arrangers has any obligation to the Borrower, any other Loan Party or any of 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, the Arranger Collateral Agent and the Lenders Arrangers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower, the other Loan Parties and their respective Affiliates, and neither the Administrative Agent, the Arranger Collateral Agent nor any Lender of the Arrangers has any obligation to disclose any of such interests to the Borrower, any other Loan Party or any of their respective Affiliates. To the fullest extent permitted by Applicable Lawslaw, each of the Borrower and the other Loan Parties hereby waives and releases any claims that it may have against the Administrative Agent, the Arranger Collateral Agent and the Lenders 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 (Novelis 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 and each other Loan Party 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, the Arranger Arrangers and the Lenders, Lenders are arm’s-length commercial transactions between the Borrower Borrower, each other Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Arranger Arrangers and the Lenders, on the other hand, (B) 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, and (C) the Borrower and each other 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)(Aii) (A) the Administrative Agent, the each 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, any other Loan Party or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, the any Arranger nor any Lender has any obligation to the Borrower, any other Loan Party or any of their respective Affiliates with respect 8884322.11 to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Arranger Arrangers and 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, the other Loan Parties and their respective Affiliates, and neither the Administrative Agent, the Arranger any Arranger, nor any Lender has any obligation to disclose any of such interests to the Borrower, any other Loan Party or any of their respective Affiliates. To the fullest extent permitted by Applicable Lawslaw, each of the Borrower and the each other Loan Parties Party hereby waives and releases any claims that it may have against the Administrative Agent, the any Arranger and the Lenders 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 1 contract

Samples: Credit Agreement (Heritage-Crystal Clean, 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 and each other Loan Party 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, the Arranger Arrangers and the Lenders, Lenders are arm’s-length commercial transactions between the Borrower Borrower, each other Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Arranger Arrangers and the Lenders, on the other hand, (B) 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, and (C) the Borrower and each other 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)(Aii) (A) each of the Administrative Agent, the Arranger Arrangers 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, any other Loan Party or any of their respective Affiliates, or any other Person and (B) neither none of the Administrative Agent, the Arranger nor Arrangers or any Lender has any obligation to the Borrower, any other Loan Party or any of 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, the Arranger Arrangers and 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, the other Loan Parties and their respective Affiliates, and neither none of the Administrative Agent, the Arranger nor Arrangers or any Lender has any obligation to disclose any of such interests to the Borrower, any other Loan Party or any of their respective Affiliates. To the fullest extent permitted by Applicable Lawslaw, each of the Borrower and the each other Loan Parties Party hereby waives and releases any claims that it may have against the Administrative Agent, the Arranger and the Lenders Arrangers 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.. [Remainder of Page Intentionally Blank; Signature Pages Follow] [Signature Pages not Included] SCHEDULE 2.01 COMMITMENTS Lender Revolving Credit Commitment Term Loan Commitment Total Xxxxx Fargo Bank, National Association $175,000,000 $18,000,000 $193,000,000 Bank of America, N.A. $175,000,000 $18,000,000 $193,000,000 Citibank, N.A. $175,000,000 $18,000,000 $193,000,000 JPMorgan Chase Bank, N.A. $140,000,000 $18,000,000 $158,000,000 Royal Bank of Canada $140,000,000 -- $140,000,000 The Bank of Tokyo-Mitsubishi UFJ, Ltd. $140,000,000 $12,000,000 $152,000,000 Barclays Bank PLC $140,000,000 $18,000,000 $158,000,000 BNP Paribas $75,000,000 $12,000,000 $87,000,000 Compass Bank $75,000,000 - $75,000,000 Xxxxxxx Xxxxx Bank USA $75,000,000 $12,000,000 $87,000,000 Mizuho Bank, Ltd. $75,000,000 $18,000,000 $93,000,000 Xxxxxx Xxxxxxx Bank, N.A. $40,000,000 $12,000,000 $52,000,000 Xxxxxx Xxxxxxx Senior Funding, Inc. $35,000,000 -- $35,000,000 PNC Bank, National Association $75,000,000 $12,000,000 $87,000,000 SunTrust Bank $75,000,000 $12,000,000 $87,000,000 UBS AG, Stamford Branch $75,000,000 -- $75,000,000 U.S. Bank National Association $75,000,000 $12,000,000 $87,000,000 Comerica Bank $60,000,000 $3,000,000 $63,000,000 Fifth Third Bank $60,000,000 $12,000,000 $72,000,000 Branch Banking and Trust Company $40,000,000 $8,000,000 $48,000,000 DNB Capital LLC $40,000,000 $12,000,000 $52,000,000 The Huntington National Bank $40,000,000 $8,000,000 $48,000,000 Societe Generale -- $12,000,000 $12,000,000 The Bank of New York Mellon -- $3,000,000 $3,000,000 Total $2,000,000,000.00 $250,000,000.00 $2,250,000,000.00 Schedule 2.01 SCHEDULE 3.12 SUBSIDIARIES AND OTHER EQUITY INVESTMENTS AS OF THE 2015 AMENDMENT EXECUTION DATE

Appears in 1 contract

Samples: Credit Agreement (Marathon Petroleum 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 and each other Loan Party 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, the Arranger Agent and the Lenders, Joint Lead Arrangers are arm’s-length commercial transactions between the Borrower Borrower, each other Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Arranger Agent and the LendersJoint Lead Arrangers, on the other hand, (B) 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, and (C) the Borrower and each other 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)(Aii) (A) the Administrative Agent, the Arranger Agent and Joint Lead Arrangers each Lender is and has been acting solely as a 100 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 other Loan Party or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, the Arranger Agent nor any Lender of the Joint Lead Arrangers has any obligation to the Borrower, any other Loan Party or any of 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, the Arranger Agent and the Lenders 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, the other Loan Parties and their respective Affiliates, and neither the Administrative Agent, the Arranger Agent nor any Lender of the Joint Lead Arrangers has any obligation to disclose any of such interests to the Borrower, any other Loan Party or any of their respective Affiliates. To the fullest extent permitted by Applicable Lawslaw, each of the Borrower and the other Loan Parties hereby waives and releases any claims that it may have against the Administrative Agent, Agent and each of the Arranger and the Lenders 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 1 contract

Samples: Credit Agreement (Borgwarner 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 and each other Loan Party 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, the Arranger MLPFS, and the Lenders, other Arrangers are arm’s-length commercial transactions between the Borrower such Borrower, each other Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Arranger MLPFS, and the Lendersother Arrangers, on the other hand, (B) each of the such Borrower and the other Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the such Borrower and each other 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)(Aii) (A) the Administrative Agent, the Arranger MLPFS, and each Lender other 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, any other Loan Party or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, the Arranger MLPFS nor any Lender other Arranger has any obligation to the such Borrower, any other Loan Party or any of 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, the Arranger MLPFS and the Lenders 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, the other Loan Parties and their respective Affiliates, and neither the Administrative Agent, the Arranger MLPFS nor any Lender other Arranger has any obligation to disclose any of such interests to the Borrower, any other Loan Party or any of their respective Affiliates. To the fullest extent permitted by Applicable Lawslaw, each of the Borrower Borrowers and the other Loan Parties hereby waives and releases any claims that it may have against the Administrative Agent, the Arranger MLPFS and the Lenders 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 1 contract

Samples: Credit Agreement (Parexel 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 Document), each of Parent, the Borrower and each other Loan Party acknowledges and agrees, agrees and acknowledges its Affiliates’ understanding, that: understanding that (i)(Ai) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, Agent and/or the Arranger and the Lenders, Lenders are arm’s-length commercial transactions between Parent, the Borrower Borrower, each other Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Arranger Agent and the Lenders, on the other hand, (B) each of Parent, the Borrower and the other Loan Parties has have consulted its their own legal, accounting, regulatory and tax advisors to the extent it has they have deemed appropriate, and (C) each of Parent, the Borrower and each other Loan Party 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)(Aii) (A) each of the Administrative Agent, Agent and the Arranger and each Lender 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, any other Loan Party or any of their respective Affiliates, or any other Person Person, Parent, and (B) neither the Administrative Agent, the Arranger Agent nor any Lender has any obligation to Parent, the Borrower, any other Loan Party or any of 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 (iii) the Administrative Agent, the Arranger and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of Parent, the Borrower, the other Loan Parties and their respective Affiliates, and neither each of the Administrative Agent, Agent and the Arranger nor any Lender Lenders has any no obligation to disclose any of such interests to Parent, the Borrower, any other Loan Party or any of their respective Affiliates. To the fullest extent permitted by Applicable Lawslaw, each of Parent, the Borrower and the other Loan Parties hereby waives and releases any claims that it may have against the Administrative Agent, the Arranger and the Lenders Agent 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 1 contract

Samples: Credit Agreement (LendingTree, 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 and each other Loan Party acknowledges and agrees, agrees and acknowledges its Affiliates’ understanding, ' understanding that that: (i)(Ai) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arranger and Arrangers and/or the Lenders, Lenders are arm’s-length commercial transactions between the Borrower Borrower, each other Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Arranger Arrangers and the Lenders, on the other hand, (B) each of the Borrower and the other Loan Parties has have consulted its their own legal, accounting, regulatory and tax advisors to the extent it has they have deemed appropriate, and (C) the Borrower and each other Loan Party 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)(Aii) (A) each of the Administrative Agent, the Arranger Arrangers and each Lender the 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 fiduciary, for the Borrower, any other Loan Party Party, or any of their respective Affiliates, or any other Person and (B) neither none of the Administrative Agent, the Arranger nor Arrangers and any Lender has any obligation to the Borrower, any other Loan Party or any of 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 (iii) the Administrative Agent, the Arranger and Arrangers, 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, the other Loan Parties and their respective Affiliates, and neither each of the Administrative Agent, the Arranger nor any Lender Arrangers and the Lenders has any no obligation to disclose any of such interests to the Borrower, any other Loan Party or of any of their respective Affiliates. To the fullest extent permitted by Applicable LawsLaw, each of the Borrower and the other Loan Parties hereby waives waive and releases release any claims that it may have against the Administrative Agent, the Arranger Arrangers and 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.each Lender with

Appears in 1 contract

Samples: Credit Agreement (Molina Healthcare, 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 and each other Loan Party 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, the Arranger Arrangers, and the Lenders, Lenders are arm’s-length commercial transactions between the Borrower Borrower, each other Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Arranger Arrangers, and the Lenders, on the other hand, (B) 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, and (C) the Borrower and each other 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)(Aii) (A) the Administrative Agent, the Arranger Arrangers 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, any other Loan Party or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, the Arranger Arrangers nor any Lender has any obligation to the Borrower, any other Loan Party or any of 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, the Arranger Arrangers and 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, the other Loan Parties and their respective Affiliates, and neither the Administrative Agent, the Arranger Arrangers, nor any Lender has any obligation to disclose any of such interests to the Borrower, any other Loan Party or any of their respective Affiliates. To the fullest extent permitted by Applicable Lawslaw, each of the Borrower and the each other Loan Parties Party hereby waives and releases any claims that it may have against the Administrative Agent, the Arranger and the Lenders Arrangers 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.. 172

Appears in 1 contract

Samples: Credit Agreement (Dun & Bradstreet 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 Borrower and each other Loan Party acknowledges and agrees, agrees and acknowledges its Affiliates’ understanding, ' understanding that that: (i)(Ai) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arranger and Arrangers and/or the Lenders, Lenders are arm’s-length commercial transactions between the Borrower Borrower, each other Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Arranger Arrangers and the Lenders, on the other hand, (B) each of the Borrower and the other Loan Parties has have consulted its their own legal, accounting, regulatory and tax advisors to the extent it has they have deemed appropriate, and (C) the Borrower and each other Loan Party 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)(Aii) (A) each of the Administrative Agent, the Arranger Arrangers and each Lender the 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 fiduciary, for the Borrower, any other Loan Party Party, or any of their respective Affiliates, or any other Person and (B) neither none of the Administrative Agent, the Arranger nor Arrangers and any Lender has any obligation to the Borrower, any other Loan Party or any of 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 (iii) the Administrative Agent, the Arranger and Arrangers, 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, the other Loan Parties and their respective Affiliates, and neither each of the Administrative Agent, the Arranger nor any Lender Arrangers and the Lenders has any no obligation to disclose any of such interests to the Borrower, any other Loan Party or of any of their respective Affiliates. To the fullest extent permitted by Applicable LawsLaw, each of the Borrower and the other Loan Parties hereby waives waive and releases release any claims that it may have against the Administrative Agent, the Arranger Arrangers and the Lenders each Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.. Section 11.16

Appears in 1 contract

Samples: Bridge Credit Agreement (Molina Healthcare 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 and each other 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, the Arranger Arrangers and the Lenders, Lenders are arm’s-length commercial transactions between the Borrower Borrower, each other Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Arranger Arrangers and the Lenders, on the other hand, (B) 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, and (C) the Borrower and each other 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, the Arranger Arrangers and the Lenders 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, any other Loan Party or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, Agent nor the Arranger Arrangers nor any Lender the Lenders has any obligation to the Borrower, any other Loan Party or any of 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, the Arranger Arrangers and 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, the other Loan Parties and their respective Affiliates, and neither the Administrative Agent, Agent nor the Arranger Arrangers nor any Lender the Lenders has any obligation to disclose any of such interests to the Borrower, any other Loan Party or any of their respective Affiliates. To the fullest extent permitted by Applicable Lawslaw, each of the Borrower and the other Loan Parties hereby waives and releases any claims that it may have against the Administrative Agent, the Arranger Arrangers and 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 1 contract

Samples: Term Loan Agreement (Agree Realty 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 and each other Loan Party 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, the Arranger Arranger, and the Lenders, Lenders are arm’s-length commercial transactions between the Borrower Borrower, each other Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Arranger Arranger, and the Lenders, on the other hand, (B) 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, and (C) the Borrower and each other 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)(Aii) (A) the Administrative 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, any other Loan Party or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, the Arranger nor any Lender has any obligation to the Borrower, any other Loan Party or any of their respective Affiliates with respect to the transactions contemplated hereby except those 126 obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Arranger and 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, the other Loan Parties and their respective Affiliates, and neither the Administrative Agent, the Arranger Arranger, nor any Lender has any obligation to disclose any of such interests to the Borrower, any other Loan Party or any of their respective Affiliates. To the fullest extent permitted by Applicable Lawslaw, each of the Borrower and the each other Loan Parties Party hereby waives and releases any claims that it may have against the Administrative Agent, the Arranger and the Lenders 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 1 contract

Samples: Credit Agreement (Intersil 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 and each other 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, the Arranger Arrangers and the Lenders, are arm’s-length commercial transactions between the Borrower , each other Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Arranger Arrangers and the Lenders, on the other hand, (B) 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, and (C) the Borrower and each other 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, the Arranger Arrangers 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, any other Loan Party or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, the Arranger Arrangers nor any Lender has any 113 obligation to the Borrower, any other Loan Party or any of 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, the Arranger Arrangers and 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, the other Loan Parties and their respective Affiliates, and neither the Administrative Agent, the Arranger Arrangers nor any Lender has any obligation to disclose any of such interests to the Borrower, any other Loan Party or any of their respective Affiliates. To the fullest extent permitted by Applicable Laws, each of the Borrower and the other Loan Parties hereby waives and releases any claims that it may have against the Administrative Agent, the Arranger Arrangers and 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 1 contract

Samples: Credit Agreement (Pebblebrook Hotel Trust)

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 and each other 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, the Arranger Arrangers and the Lenders, are arm’s-length commercial transactions between the Borrower , each other Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Arranger Arrangers and the Lenders, on the other hand, (B) 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, and (C) the Borrower and each other 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, the Arranger Arrangers 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, any other Loan Party or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, the Arranger Arrangers nor any Lender has any obligation to the Borrower, any other Loan Party or any of 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, the Arranger Arrangers and 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, the other Loan Parties and their respective Affiliates, and neither the Administrative Agent, the Arranger Arrangers nor any Lender has any obligation to disclose any of such interests to the Borrower, any other Loan Party or any of their respective Affiliates. To the fullest extent permitted by Applicable Laws, each of the Borrower and the other Loan Parties hereby waives and releases any claims that it may have against the Administrative Agent, the Arranger Arrangers and 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 1 contract

Samples: Credit Agreement (Pebblebrook Hotel Trust)

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 and each other Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i)(Aa) (i) the arranging and other services regarding this Agreement provided by the Administrative AgentAgent and any Affiliate thereof, the Arranger Arrangers and the Lenders, Lenders are arm’s-length commercial transactions between the Borrower Borrower, each other Loan Party and their respective Affiliates, on the one hand, and the Administrative AgentAgent and, as applicable, its Affiliates (including MLPFS) and the Lenders and their Affiliates (collectively, solely for purposes of this Section, the Arranger and the Lenders”), on the other hand, (Bii) 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, and (Ciii) the Borrower and each other 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)(Ab) (i) the Administrative Agent, the Arranger Agent and its Affiliates (including MLPFS) and each Lender 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, any other Loan Party or any of their respective Affiliates, or any other Person and (Bii) neither the Administrative Agent, the Arranger any of its Affiliates (including MLPFS) nor any Lender has any obligation to the Borrower, any other Loan Party or any of 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, the Arranger Agent and its Affiliates (including MLPFS) and 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, the other Loan Parties and their respective Affiliates, and neither the Administrative Agent, the Arranger any of its Affiliates (including MLPFS) nor any Lender has any obligation to disclose any of such interests to the Borrower, any other Loan Party or any of their respective Affiliates. To the fullest extent permitted by Applicable Lawslaw, each of the Borrower and the each other Loan Parties Party hereby waives and releases any claims that it may have against the Administrative Agent, the Arranger and the Lenders any of its Affiliates (including MLPFS) or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction transactions contemplated hereby.

Appears in 1 contract

Samples: Credit Agreement (Ducommun 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 Document), the Borrower and each other Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i)(Aa) (i) the arranging and other services regarding this Agreement provided by the Administrative AgentAgent and any Affiliate thereof, the Arranger Arrangers and the Lenders, Lenders are arm’s-length commercial transactions between the Borrower Borrower, each other Loan Party and their respective Affiliates, on the one hand, and the Administrative AgentAgent and, as applicable, its Affiliates (including the Arrangers) and the Lenders and their Affiliates (collectively, solely for purposes of this Section, the Arranger and the Lenders”), on the other hand, (Bii) 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, and (Ciii) the Borrower and each other 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)(Ab) (i) the Administrative Agent, Agent and its Affiliates (including the Arranger Arrangers) and each Lender 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, any other Loan Party or any of their respective Affiliates, or any other Person and (Bii) neither the Administrative Agent, any of its Affiliates (including the Arranger Arrangers) nor any Lender has any obligation to the Borrower, any other Loan Party or any of 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, Agent and its Affiliates (including the Arranger Arrangers) and 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, the other Loan Parties and their respective Affiliates, and neither the Administrative Agent, any of its Affiliates (including the Arranger Arrangers) nor any Lender has any obligation to disclose any of such interests to the Borrower, any other Loan Party or any of their respective Affiliates. To the fullest extent permitted by Applicable Lawslaw, each of the Borrower and the each other Loan Parties Party hereby waives and releases any claims that it may have against the Administrative Agent, any of its Affiliates (including the Arranger and the Lenders Arrangers) or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction transactions contemplated hereby.

Appears in 1 contract

Samples: Credit Agreement (Checkpoint 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 Credit Document), the Borrower and each other Loan Credit Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i)(Aa) (i) no fiduciary, advisory or agency relationship between the Credit Parties and their Subsidiaries and any Arranger, any Agent or any other Finance Party is intended to be or has been created in respect of the transactions contemplated hereby or by the other Credit Documents, irrespective of whether any Arranger, any Agent or any other Finance Party has advised or is advising any Credit Party or any Subsidiary on other matters, (ii) the arranging and other services regarding this Agreement provided by the Administrative AgentArrangers, the Arranger Agents and the Lenders, other Finance Parties are arm’s-length commercial transactions between the Borrower , each other Loan any Credit Party and their respective its Affiliates, on the one hand, and the Administrative Agent, the Arranger and the LendersFinance Parties, on the other hand, (Biii) each of the Borrower and the other Loan Parties Credit Party has consulted its own legal, accounting, regulatory and tax advisors to the extent that it has deemed appropriate, appropriate and (Civ) the Borrower and each other Loan 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; and (ii)(Ab) (i) the Administrative AgentArrangers, the Arranger Agents and each Lender other Finance Party 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 other Loan Credit Party or any of their respective its Affiliates, or any other Person and Person; (Bii) neither none of the Administrative AgentArrangers, the Arranger nor any Lender Agents and the other Finance Parties has any obligation to the Borrower, any other Loan Credit Party or any of their respective 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 AgentArrangers, the Arranger Agents and the Lenders other Finance Parties and their respective branches and 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, the other Loan Parties any Credit Party and their respective its Affiliates, and neither none of the Administrative AgentArrangers, the Arranger nor any Lender Agents and the other Finance Parties has any obligation to disclose any of such interests to the Borrower, any other Loan Credit Party or any of their respective its Affiliates. To the fullest extent permitted by Applicable LawsLaw, each of the Borrower and the other Loan Parties Credit Party hereby waives and releases any claims that it may have against any of the Administrative AgentArrangers, the Arranger Agents and the Lenders other Finance Parties 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: Letter of Credit Facility Agreement (Enstar 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 and each other Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i)(Aa)(i) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arranger Arranger, the Lenders and the Lenders, any Affiliates thereof are arm’s-length commercial transactions between the Borrower Borrower, each other Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Arranger Arranger, the Lenders and the Lenderstheir respective Affiliates (each, solely for purposes of this Section, a “Lender”), on the other hand, (Bii) 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, and (Ciii) the Borrower and each other 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)(Ab)(i) each of the Administrative Agent, the Arranger and each Lender 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 fiduciary, for the Borrower, any other Loan Party or any of their respective Affiliates, or any other Person Person, and (Bii) neither the Administrative Agent, the Arranger nor any no Lender has any obligation to the Borrower, any other Loan Party Party, or any of 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, the Arranger and 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, the other Loan Parties and their respective Affiliates, and neither the Administrative Agent, the Arranger nor any no Lender has any obligation to disclose any of such interests to the Borrower, any other Loan Party or any of their respective Affiliates. To the fullest extent permitted by Applicable Lawslaw, each of the Borrower and the each other Loan Parties Party hereby waives and releases any claims that it may have against the Administrative Agent, the Arranger and the Lenders any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction transactions contemplated hereby.

Appears in 1 contract

Samples: Credit Agreement (Houlihan Lokey, 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 and each other Loan Party 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, the Arranger Agent and the Lenders, Joint Lead Arrangers are arm’s-length commercial transactions between the Borrower each Borrower, each other of the Loan Party Parties, and their respective Affiliates, on the one hand, and the Administrative Agent, Agent each of the Arranger and the LendersJoint Lead Arrangers, on the other hand, (B) each of the Borrower Borrowers and the other Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Borrower Borrowers and each other 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)(Aii) (A) each of the Administrative Agent, the Arranger Agent and each Lender Joint Lead Arranger 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, any other Loan Party or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, the Arranger Agent nor any Lender Joint Lead Arranger has any obligation to the any Borrower, any other Loan Party or any of 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, the Arranger Agent and the Lenders 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 BorrowerBorrowers, the other Loan Parties and their respective Affiliates, and neither the Administrative Agent, the Arranger Agent nor any Lender Joint Lead Arranger has any obligation to disclose any of such interests to the any Borrower, any other Loan Party or any of their respective Affiliates. To the fullest extent permitted 147 by Applicable Lawslaw, each of the Borrower Borrowers and the other Loan Parties hereby waives and releases any claims that it may have against the Administrative Agent, the Arranger Agent and the Lenders 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 1 contract

Samples: Credit Agreement (World Fuel Services 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 and each other Loan Party 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, the Arranger and the Lenders, are arm’s-length commercial transactions between the Borrower Borrower, each other Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Arranger and the Lenders, on the other hand, (B) 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, and (C) the Borrower and each other Loan Party is capable of evaluating, and understands and accepts118 AND UNDERSTANDS AND ACCEPTS, the termsTHE TERMS, risks and conditions of the transactions contemplated hereby and by the other Loan DocumentsRISKS AND CONDITIONS OF THE TRANSACTIONS CONTEMPLATED HEREBY AND BY THE OTHER LOAN DOCUMENTS; (ii)(AII) the Administrative Agent(A) THE ADMINISTRATIVE AGENT IS AND HAS BEEN ACTING SOLELY AS A PRINCIPAL AND, the Arranger and each Lender is and has been acting solely as a principal andEXCEPT AS EXPRESSLY AGREED IN WRITING BY THE RELEVANT PARTIES, except as expressly agreed in writing by the relevant partiesHAS NOT BEEN, has not beenIS NOT, is notAND WILL NOT BE ACTING AS AN ADVISOR, and will not be acting as an advisor, agent or fiduciary for the BorrowerAGENT OR FIDUCIARY FOR THE BORROWER, any other Loan Party or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, the Arranger nor any Lender Agent has any no obligation to the Borrower, any other Loan Party or any of 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, the Arranger and the Lenders Agent and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower, the other Loan Parties and their respective Affiliates, and neither the Administrative Agent, the Arranger nor any Lender Agent has any no obligation to disclose any of such interests to the Borrower, any other Loan Party or any of their respective Affiliates. To the fullest extent permitted by Applicable Lawslaw, each of the Borrower and the other Loan Parties hereby waives and releases any claims that it may have against the Administrative Agent, the Arranger and the Lenders Agent 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 (Tetra 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 Document), each of Parent, the Borrower and each other Loan Party acknowledges and agrees, agrees and acknowledges its Affiliates’ understanding, that: understanding that (i)(Ai) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, Agent and/or the Arranger and the Lenders, Lenders are arm’s-length commercial transactions between Parent, the Borrower Borrower, each other Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Arranger Agent and the Lenders, on the other hand, (B) each of Parent, the Borrower and the other Loan Parties has have consulted its their own legal, accounting, regulatory and tax advisors to the extent it has they have deemed appropriate, and (C) each of Parent, the Borrower and each other Loan Party 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)(Aii) (A) each of the Administrative Agent, Agent and the Arranger and each Lender 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, any other Loan Party or any of their respective Affiliates, or any other Person Person, Parent, and (B) neither the Administrative Agent, the Arranger Agent nor any Lender has any obligation to Parent, the Borrower, any other Loan Party or any of 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 (iii) the Administrative Agent, the Arranger and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of Parent, the Borrower, the other Loan Parties and their respective Affiliates, and neither each of the Administrative Agent, Agent and the Arranger nor any Lender Lenders has any no obligation to disclose any of such 134 interests to Parent, the Borrower, any other Loan Party or any of their respective Affiliates. To the fullest extent permitted by Applicable Lawslaw, each of Parent, the Borrower and the other Loan Parties hereby waives and releases any claims that it may have against the Administrative Agent, the Arranger and the Lenders Agent 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 1 contract

Samples: Credit Agreement (LendingTree, 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 and each other Loan 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, the Arranger Collateral Agent and the Lenders, Arranger are arm’sarms-length commercial transactions between the Borrower Borrower, each other Loan Credit Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Arranger Collateral Agent and the LendersArranger, on the other hand, (B) each of the Borrower and the each other Loan Parties Credit Party has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower and each other Loan 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)(Aii) (A) the Administrative Agent, the Collateral Agent and the Arranger are, and each Lender is 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, any other Loan Credit Party or any of their respective Affiliates, or any other Person and (B) neither none of the Administrative Agent, the Collateral Agent or the Arranger nor any Lender has any obligation to the Borrower, any other Loan Credit Party or any of 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, the Arranger Collateral Agent and the Lenders Arranger and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower, the other Loan Credit Parties and their respective Affiliates, and neither none of the Administrative Agent, Agent or the Arranger nor any Lender has any obligation to disclose any of such interests to the Borrower, any other Loan Credit Party or any of their respective Affiliates. To the fullest extent permitted by Applicable Lawslaw, each of the Borrower and the other Loan Credit Parties hereby waives and releases any claims that it may have against the Administrative Agent, Agent and the Arranger and 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 1 contract

Samples: Counterpart Agreement (REV 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 Borrower, on behalf of itself and each the other Loan Party Parties, acknowledges and agrees, and acknowledges that its and their respective Affiliates’ understanding, that: (i)(Ai) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arranger Agent and the Lenders, Arrangers are arm’s-length commercial transactions between the Borrower , each other Loan Party Parties and their respective Affiliates, on the one hand, and the Administrative Agent, the Arranger Agent and the LendersArrangers, on the other hand, (B) 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, and (C) each of the Borrower and each other the Loan Party Parties 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) each of the Administrative Agent, the Arranger Agent and each Lender of the Arrangers and each of the Lenders is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, and has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower, any other Borrower or Loan Party or any of their respective Affiliates, or any other Person in connection with the Loan Documents and (B) neither the Administrative Agent, the Agent nor any Arranger nor any Lender has any obligation to the Borrower, any other Borrower or Loan Party or any of 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, Agent and the Arranger Arrangers and 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, the other Loan Parties and their respective Affiliates, and neither the Administrative Agent, the Agent nor any Arranger nor any Lender has any obligation to disclose any of such interests to the Borrower, Borrower or any other Loan Party or any of their respective Affiliates. To the fullest extent permitted by Applicable Lawslaw, each of the Borrower and the other Loan Parties hereby waives waive and releases release any claims that it any of them may have against the Administrative Agent, Agent and the Arranger Arrangers and 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.. 140

Appears in 1 contract

Samples: Credit Agreement (DineEquity, 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 and each other Loan Party 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, the Arranger Arrangers, and the Lenders, Lenders are arm’s-length commercial transactions between the Borrower Borrower, each other Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Arranger Arrangers, and the Lenders, on the other hand, (B) 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, and (C) the Borrower and each other 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)(Aii) (A) the Administrative Agent, the each 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, any other Loan Party or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, the nor any Arranger nor any Lender has any obligation to the Borrower, any other Loan Party or any of 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, the Arranger Arrangers and 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, the other Loan Parties and their respective Affiliates, and neither the Administrative Agent, the Arranger not any Arranger, nor any Lender has any obligation to disclose any of such interests to the Borrower, any other Loan Party or any of their respective Affiliates. To the fullest extent permitted by Applicable Lawslaw, each of the Borrower and the each other Loan Parties Party hereby waives and releases any claims that it may have against the Administrative Agent, the any Arranger and the Lenders 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 1 contract

Samples: Assignment and Assumption (Landmark Apartment Trust of America, 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 and each other Loan Party Company acknowledges and agrees, and acknowledges its controlled Affiliates’ understanding, that: (i)(Ai) (A) no fiduciary, advisory or agency relationship between the Company and its Subsidiaries and any Arranger, the Administrative Agent 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 Arranger, the Administrative Agent, or any Lender has advised or is advising the Company or any Subsidiary on other matters, (B) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arranger Arrangers, and the Lenders, Lenders are arm’s-length commercial transactions between the Borrower , each other Loan Party and their respective AffiliatesCompany, on the one hand, and the Administrative Agent, the Arranger Arrangers and the Lenders, on the other hand, (BD) each of the Borrower and the other Loan Parties Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (CD) the Borrower and each other Loan Party Company 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, the Arranger Arrangers 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, any other Loan Party Company or any of their respective its Affiliates, or any other Person Person, in connection herewith and (B) neither the Administrative Agent, the any Arranger nor any Lender has any obligation to the Borrower, any other Loan Party Company or any of their respective 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, the Arranger Arrangers and 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, the other Loan Parties Company and their respective its Affiliates, and neither the Administrative Agent, the any Arranger nor any Lender has any obligation to disclose any of such interests to the Borrower, any other Loan Party Company or any of their respective its Affiliates. To the fullest extent permitted by Applicable Laws, each of the Borrower and the other Loan Parties The Company hereby waives and releases any claims agrees that it may have against will not claim that any of the Administrative Agent, the Arranger any Arranger, any Lender and the Lenders with their respective Affiliates has rendered advisory services of any nature or respect to any breach or alleged breach of agency or owes a fiduciary duty or similar duty to it in connection with any aspect of any transaction contemplated hereby.

Appears in 1 contract

Samples: Term Loan Agreement (Conagra Brands 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 Lead Borrower and each other Loan Party 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, the Arranger Joint Lead Arrangers and the Lenders, Lenders are arm’s-length commercial transactions between the Borrower Lead Borrower, each other Loan Party and their respective AffiliatesSubsidiaries, on the one hand, and the Administrative Agent, the Arranger Joint Lead Arrangers and the Lenders, on the other hand, (B) each of the Lead Borrower and the other Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Lead Borrower and each other 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)(Aii) (A) the Administrative Agent, the each Joint Lead Arranger and each Lender 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 Lead Borrower, any other Loan Party or any of their respective AffiliatesSubsidiaries, or any other Person and (B) neither none of the Administrative Agent, the any Joint Lead Arranger nor or any Lender has any obligation to the Lead Borrower, any other Loan Party or any of their respective Affiliates Subsidiaries 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, the Arranger Joint Lead Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Lead Borrower, the other Loan Parties and their respective AffiliatesSubsidiaries, and neither none of the Administrative Agent, the any Joint Lead Arranger nor or any Lender has any obligation to disclose any of such interests to the Lead Borrower, any other Loan Party or any of their respective AffiliatesSubsidiaries. To the fullest extent permitted by Applicable Lawslaw, each of the Lead Borrower and the other Loan Parties hereby waives and releases any claims that it may have against the Administrative Agent, the Arranger Joint Lead Arrangers and 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 1 contract

Samples: Revolving Credit Agreement (Rayonier Advanced Materials 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 and each other Loan Party acknowledges and agrees, agrees and acknowledges its Affiliates’ understanding, understanding that that: (i)(Ai) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arranger and and/or the Lenders, Lenders are arm’s-length commercial transactions between the Borrower Borrower, each other Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Arranger and the Lenders, on the other hand, (B) each of the Borrower and the other Loan Parties has have consulted its their own legal, accounting, regulatory and tax advisors to the extent it has they have deemed appropriate, and (C) the Borrower and each other Loan Party 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)(Aii) (A) each of the Administrative Agent, the Arranger and each Lender the 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 fiduciary, for the Borrower, any other Loan Party Party, or any of their respective Affiliates, or any other Person and (B) neither none of the Administrative Agent, the Arranger nor any Lender has any obligation to the Borrower, any other Loan Party or any of 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 (iii) the Administrative Agent, the Arranger and 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, the other Loan Parties and their respective Affiliates, and neither each of the Administrative Agent, the Arranger nor any Lender and the Lenders has any no obligation to disclose any of such interests to the BorrowerBorrower , any other Loan Party or of any of their respective Affiliates. To the fullest extent permitted by Applicable LawsLaw, each of the Borrower and the other Loan Parties hereby waives waive and releases release, any claims that it may have against the Administrative Agent, the Arranger and the Lenders each 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 1 contract

Samples: Credit Agreement (Malibu Boats, 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 Co-Borrower and each other Loan Party hereby acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: xli) (i)(Aa) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arranger Agent and the Lenders, Arrangers are arm’s-length commercial transactions between the Borrower Co-Borrowers, each other Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Arranger Agent and the LendersArrangers, on the other hand, (Bb) each of the Borrower Co-Borrowers and the other Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (Cc) the Borrower Co-Borrowers and each other 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; xlii) (ii)(Aa) the Administrative Agent, Agent and the Arranger and Arrangers 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 BorrowerCo-Borrowers, any other Loan Party or any of their respective Affiliates, or any other Person and (Bb) neither the Administrative Agent, the Arranger Agent nor any Lender Arranger has any obligation to the BorrowerCo-Borrowers, any other Loan Party or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iiixliii) the Administrative Agent, the Arranger and the Lenders Arrangers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the BorrowerCo-Borrowers, the other Loan Parties and their respective Affiliates, and neither the Administrative Agent, the Arranger Agent nor any Lender Arranger has any obligation to disclose any of such interests to the BorrowerCo-Borrowers, any other Loan Party or any of their respective Affiliates. To the fullest extent permitted by Applicable Lawslaw, each of the Co-Borrower and the other Loan Parties hereby waives and releases any claims that it may have against the Administrative Agent, the Arranger Agent and the Lenders 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 (Verisk Analytics, 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 and each other Loan 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, the Arranger Lead Arrangers and the Lenders, Documentation Agents are arm’sarms-length commercial transactions between the Borrower Borrower, each other Loan Credit Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Arranger Lead Arrangers and the Lenders, Documentation Agents on the other hand, (B) each of the Borrower and the each other Loan Parties Credit Party has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower and each other Loan 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)(Aii) (A) the Administrative Agent, the Arranger Lead Arrangers and each Lender is the Documentation Agents 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, any other Loan Credit Party or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, the any Lead Arranger nor any Lender Documentation Agent has any obligation to the Borrower, any other Loan Credit Party or any of 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, the Arranger Lead Arrangers and the Lenders Documentation Agents and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower, the other Loan Credit Parties and their respective Affiliates, and neither none of the Administrative Agent, the any Lead Arranger nor any Lender Documentation Agent has any obligation to disclose any of such interests to the Borrower, any other Loan Credit Party or any of their respective Affiliates. To the fullest extent permitted by Applicable Lawslaw, each of the Borrower and the other Loan Credit Parties hereby waives and releases any claims that it may have against the Administrative Agent, the Arranger Lead Arrangers and the Lenders Documentation 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 1 contract

Samples: Pledge Agreement (Affinity Gaming, 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 and each other Loan Party acknowledges and agrees, agrees and acknowledges its Affiliates’ understanding, understanding that that: (i)(Ai) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arranger and Arrangers and/or the Lenders, Lenders are arm’s-length commercial transactions between the Borrower Borrower, each other Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Arranger Arrangers and the Lenders, on the other hand, (B) each of the Borrower and the other Loan Parties has have consulted its their own legal, accounting, regulatory and tax advisors to the extent it has they have deemed appropriate, and (C) the Borrower and each other Loan Party 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)(Aii) (A) each of the Administrative Agent, the Arranger Arrangers and each Lender the 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 fiduciary, for the Borrower, any other Loan Party Party, or any of their respective Affiliates, or any other Person and (B) neither none of the Administrative Agent, the Arranger nor Arrangers and any Lender has any obligation to the Borrower, any other Loan Party or any of 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 (iii) the Administrative Agent, the Arranger and Arrangers, 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, the other Loan Parties and their respective Affiliates, and neither each of the Administrative Agent, the Arranger nor any Lender Arrangers and the Lenders has any no obligation to disclose any of such interests to the Borrower, any other Loan Party or of any of their respective Affiliates. To the fullest extent permitted by Applicable LawsLaw, each of the Borrower and the other Loan Parties hereby waives waive and releases release, any claims that it may have against the Administrative Agent, the Arranger Arrangers and the Lenders each Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.. 148

Appears in 1 contract

Samples: Credit Agreement (Biote 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 and each other Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i)(Aa)(i) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Agent and Arranger Parties and the Lenders, Lenders are arm’s-length commercial transactions between the Borrower Borrower, each other Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Agent and Arranger Parties and the Lenders, on the other hand, (Bii) each of the Borrower and each of the other Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (Ciii) the Borrower and each of other Loan Party Parties 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)(Ab)(i) each of the Administrative Agent, Agent and Arranger Parties and the Arranger and each Lender 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, any of the other Loan Party Parties or any of their respective Affiliates, or any other Person and (Bii) neither none of the Administrative Agent, the Agent and Arranger nor any Lender Parties or Lenders has any obligation to the Borrower, any of the other Loan Party Parties or any of 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, the Agent and Arranger Parties and 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, the other Loan Parties and their respective Affiliates, and neither none of the Administrative Agent, Agent and Arranger Parties or the Arranger nor any Lender Lenders has any obligation to disclose any of such interests to the Borrower, any of the other Loan Party Parties or any of their respective Affiliates. To the fullest extent permitted by Applicable Lawslaw, each of the Borrower and each of the other Loan Parties hereby waives and releases any claims that it may have against any of the Administrative Agent, the Agent and Arranger and Parties or 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.. 140

Appears in 1 contract

Samples: Credit Agreement (Armstrong World Industries Inc)

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