No Responsibility to Third Parties. Neither the Administrative Agent nor any Lender nor any Issuing Bank shall have any responsibility as to the application or use of any of the proceeds of any Advance.
No Responsibility to Third Parties. 16. Unless specifically otherwise agreed with Client in writing, EY’s responsibility for performance of the Services is to Client and Client alone. Should any Deliverable be disclosed, or otherwise made available, by or through Client (or at Client’s request) to a third party (including but not limited to permitted disclosures to third parties under Section 12 of this Agreement), Client agrees to indemnify EY, as well as the other EY Firms and the EY Persons, against all claims by third parties, and resulting liabilities, losses, damages, costs and expenses (including reasonable external and internal legal costs) arising out of such disclosure. To the fullest extent permitted by applicable law and professional regulations, EY shall indemnify, hold harmless, and defend Client and its officers, directors, employees, agents, affiliates, successors and permitted assigns (collectively, the "Client Indemnified Parties") against all claims by third parties and resulting liabilities, losses, damages, costs and expenses (including reasonable legal costs) arising out of (a) any bodily injury to or death of, or any physical damage to tangible property of, any Client Indemnified Parties to the extent that such injury or damage results from the negligent or intentionally wrongful act or omission of EY in connection with the Services, or (b) the infringement by any Deliverable upon any copyright, trademark, trade secret or U.S. patent of a third party, provided that EY shall have no indemnification obligation under clause (b) of this paragraph to the extent that the infringement arises out of or results from Client Information, use of Deliverables other than as contemplated in this Agreement and the applicable Contract, any modification to the Deliverables by anyone other than EY, or EY's compliance with Client’s designs, specifications, requests or instructions in the creation of the Deliverables. EY LLP Main Agreement 2023 Confidential Calamos Trusts Contract ID: 703391 MASTER SERVICES AGREEMENT
No Responsibility to Third Parties. 16. Unless otherwise agreed with Client, EY’s responsibility for per- formance of the Services is to Client and Client alone. Thus, the Services do not consider the interests of third parties (in- cluding recipients under Section 12), are therefore not designed or intended to serve third parties as a basis for their decisions and third parties can neither infer rights nor otherwise benefit from this Agreement. Should any Deliverable be disclosed, or otherwise made available, by or through Client (or at Client’s request) to a third party (including but not limited to permitted disclosures to third parties under Section 12), Client agrees to indemnify EY, as well as the other EY Firms and the EY Per- sons against all claims by third parties, and resulting liabilities, losses, damages, costs (including time spent by EY personnel) and expenses (including reasonable external and internal legal costs) arising out of such disclosure. Client shall have no obli- gation hereunder to the extent that EY has specifically autho- rized, in writing (Textform), the third party’s reliance on the De- liverable.
No Responsibility to Third Parties. 16. Unless specifically otherwise agreed with Client in writing, EY’s responsibility for performance of the Services is to Client and Client alone. Should any Deliverable be disclosed, or otherwise made available, by or through Client or at Client’s request to a third party including but not limited to permitted disclosures to third parties under Section 12, Client agrees to indemnify EY, as well as the other EY Firms and the EY Persons, against all claims by third parties, and resulting liabilities, losses, damages, costs and expenses (including reasonable external and internal legal costs) arising out of such disclosure.
No Responsibility to Third Parties. Neither the ---------------------------------- Administrative Agent nor any Revolving Credit Lender or the L/C Issuer shall have any responsibility as to the application or use of any Letter of Credit.
No Responsibility to Third Parties. Neither the Agent nor any Lender nor any Issuing Bank shall have any responsibility as to the application or use of any of the proceeds of any Advance. Credit Agreement ----------------
