No Recourse or Warranties; Defaulting Creditors Clause Samples
The "No Recourse or Warranties; Defaulting Creditors" clause limits the liability of certain parties by stating that no guarantees or warranties are provided regarding the obligations or performance of other parties, particularly in the context of creditors who may default. In practice, this means that if a creditor fails to fulfill their obligations, other parties involved in the agreement cannot seek compensation or legal remedy from those protected by the clause, nor can they rely on any implied assurances about the defaulting party's performance. The core function of this clause is to allocate risk by clearly defining that responsibility for a default rests solely with the defaulting creditor, thereby protecting other parties from unforeseen liabilities.
No Recourse or Warranties; Defaulting Creditors. (a) The Senior Lien Secured Parties will be entitled to rely on the statements, representations and warranties in the Purchase Notice without investigation, even if the Senior Lien Secured Parties are notified that any such statement, representation or warranty is not or may not be true.
(b) The purchase and sale of the Purchase Obligations under this Article 8 will be without recourse and without any representation or warranty whatsoever by the Senior Lien Secured Parties, except that Senior Lien Secured Parties represent and warrant that on the Purchase Date, immediately before giving effect to the purchase, the Senior Lien Secured Parties own the Purchase Obligations free and clear of all Liens (other than participation interests not prohibited by any Senior Lien Credit Agreement, in which case the Purchase Price will be appropriately adjusted so that the Purchasing Creditors do not pay amounts represented by participation interest) and have the right to convey whatever claims and interests they may have in respect of the Purchase Obligations.
(c) The obligations of Senior Lien Secured Parties to sell their respective Purchase Obligations under this Article 8 are several and not joint. If a Senior Lien Secured Party breaches its obligations to sell its Purchase Obligations under this Article 8 (a “Defaulting Creditor”), no other Senior Lien Secured Party will be obligated to purchase the Defaulting Creditor’s Purchase Obligations for resale to the holders of the Junior Lien Obligations. A Senior Lien Secured Party that complies with this Article 8 will not be in default of this Agreement or otherwise be deemed liable for any action or inaction of any Defaulting Creditor; provided that nothing in this paragraph will affect the Purchasing Creditors’ obligation to purchase all of the Purchase Obligations. Each Credit Party irrevocably consents to any assignment effected to one or more Purchasing Creditors pursuant to this Article 8.
No Recourse or Warranties; Defaulting Creditors. (a) First Lien Nexstar Claimholders and First Lien Mission Claimholders will be entitled to rely on the statements, representations and warranties in the Purchase Notice without investigation.
(b) The purchase and sale of the First Lien Nexstar Obligations under this Section 5 will be without recourse and without representation or warranty of any kind by First Lien Nexstar Claimholders, except that each First Lien Nexstar Claimholders represents and warrants, as to itself and not as to any other First Lien Nexstar Claimholder, that on the Purchase Date, immediately before giving effect to the purchase,
No Recourse or Warranties; Defaulting Creditors. The purchase and sale of the Indebtedness under this Section 10.03 will be without recourse and without representation or warranty of any kind by any Agent, the Arranger, any Issuing Bank or any of the Lenders, except that the Agents, the Issuing Banks and the Lenders represent and warrant that on the Purchase Date, immediately before giving effect to the purchase,
(i) the principal of and accrued and unpaid interest on the Indebtedness, and the fees and expenses thereof, are as stated in the Assignment Agreement,
(ii) such Persons own the Indebtedness free and clear of any Liens (other than participation interests not prohibited by this Agreement, in which case the Purchase Price will be appropriately adjusted so that the Purchasing Creditors do not pay amounts represented by participation interests), and
(iii) each such Person has the full right and power to assign its Indebtedness and such assignment has been duly authorized by all necessary corporate action by such Person. The Borrower irrevocably consents to any assignment effected to one or more Purchasing Creditors pursuant to this Section 10.03. The Preferred Stockholders and PXP shall be third party beneficiaries with respect to this Section 10.03.