Common use of No Warranties or Liability Clause in Contracts

No Warranties or Liability. (a) Term Loan Agent, for itself and on behalf of the other Term Loan Secured Parties, acknowledges and agrees that each of ABL Agent and the other ABL Secured Parties have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the ABL Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Term Loan Agent agrees, for itself and on behalf of the other Term Loan Secured Parties, that the ABL Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the ABL Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the ABL Secured Parties may manage their loans and extensions of credit without regard to any rights or interests that Term Loan Agent or any of the other Term Loan Secured Parties have in the Collateral or otherwise, except as otherwise provided in this Agreement. Neither ABL Agent nor any of the other ABL Secured Parties shall have any duty to Term Loan Agent or any of the other Term Loan Secured Parties to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with any Grantor (including the Term Loan Documents), regardless of any knowledge thereof which they may have or with which they may be charged.

Appears in 5 contracts

Samples: Intercreditor Agreement (Rivian Automotive, Inc. / DE), Credit Agreement (Supervalu Inc), Intercreditor Agreement (Beacon Roofing Supply Inc)

AutoNDA by SimpleDocs

No Warranties or Liability. (a) Term Loan The ABL Collateral Agent, on behalf of itself and the ABL Secured Parties, and the Notes Collateral Agent, for itself and on behalf of the other Term Loan Notes Secured Parties, acknowledges acknowledge and agrees agree that each of ABL the Term Collateral Agent and the other ABL Term Secured Parties have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the ABL Term Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The Term Loan Agent agrees, for itself and on behalf of the other Term Loan Secured Parties, that the ABL Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the ABL their respective Term Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Term Collateral Agent and the Term Secured Parties shall have no duty to the ABL Collateral Agent, and any of the ABL Secured Parties may manage their loans and extensions of credit without regard to any rights or interests that Term Loan Parties, the Notes Collateral Agent or any of the other Term Loan Secured Parties have in the Collateral or otherwise, except as otherwise provided in this Agreement. Neither ABL Agent nor any of the other ABL Secured Parties shall have any duty to Term Loan Agent or any of the other Term Loan Notes Secured Parties to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with the Company or any other Grantor (including the Term Loan Documents, the ABL Documents and the Notes Documents), regardless of any knowledge thereof which they may have or with which they may be chargedcharged with.

Appears in 4 contracts

Samples: Intercreditor Agreement (Dole Food Co Inc), Intercreditor Agreement (Dole Food Co Inc), Intercreditor Agreement (Dole Food Co Inc)

No Warranties or Liability. (a) The Term Loan Collateral Agent, on behalf of itself and the Term Obligations, and the Notes Collateral Agent, for itself and on behalf of the other Term Loan Notes Secured Parties, acknowledges acknowledge and agrees agree that each of the ABL Collateral Agent and the other ABL Secured Parties have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the ABL Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Term Loan Agent agrees, for itself and on behalf of the other Term Loan Secured Parties, that the The ABL Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the their respective ABL Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, . The ABL Collateral Agent and the ABL Secured Parties may manage their loans and extensions shall have no duty to the Term Collateral Agent, or any of credit without regard to any rights or interests that the Term Loan Secured Parties, the Notes Collateral Agent or any of the other Term Loan Secured Parties have in the Collateral or otherwise, except as otherwise provided in this Agreement. Neither ABL Agent nor any of the other ABL Secured Parties shall have any duty to Term Loan Agent or any of the other Term Loan Notes Secured Parties to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with the Company or any other Grantor (including the ABL Documents, the Term Loan Documents and the Notes Documents), regardless of any knowledge thereof which they may have or with which they may be chargedcharged with.

Appears in 4 contracts

Samples: Intercreditor Agreement (Dole Food Co Inc), Intercreditor Agreement (Dole Food Co Inc), Intercreditor Agreement (Dole Food Co Inc)

No Warranties or Liability. (a) Term Loan The ABL Facility Collateral Agent, for itself and on behalf of itself and the other Term Loan ABL Facility Secured Parties, acknowledges and agrees that each of ABL the Term Loan Collateral Agent and the other ABL Term Loan Secured Parties have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the ABL Term Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The Term Loan Agent agrees, for itself and on behalf of the other Term Loan Secured Parties, that the ABL Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the ABL their respective Term Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, . The Term Loan Collateral Agent and the ABL Term Loan Secured Parties may manage their loans and extensions of credit without regard shall have no duty to any rights or interests that Term Loan the ABL Facility Collateral Agent or any of the other Term Loan Secured Parties have in the Collateral or otherwise, except as otherwise provided in this Agreement. Neither ABL Agent nor any of the other ABL Secured Parties shall have any duty to Term Loan Agent or any of the other Term Loan Facility Secured Parties to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with the Borrower or any Grantor (including the Term Loan Documents and the ABL Facility Documents), regardless of any knowledge thereof which they may have or with which they may be chargedcharged with.

Appears in 2 contracts

Samples: Credit Agreement (Jill Intermediate LLC), Security Agreement (Jill Intermediate LLC)

No Warranties or Liability. (a) The Term Loan Collateral Agent, for itself and on behalf of itself and the other Term Loan Secured Parties, acknowledges and agrees that each of the ABL Facility Collateral Agent and the other ABL Facility Secured Parties have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the ABL Facility Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Term Loan Agent agrees, for itself and on behalf of the other Term Loan Secured Parties, that the The ABL Facility Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the their respective ABL Facility Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, . The ABL Facility Collateral Agent and the ABL Facility Secured Parties may manage their loans and extensions of credit without regard shall have no duty to any rights or interests that the Term Loan Collateral Agent or any of the other Term Loan Secured Parties have in the Collateral or otherwise, except as otherwise provided in this Agreement. Neither ABL Agent nor any of the other ABL Secured Parties shall have any duty to Term Loan Agent or any of the other Term Loan Secured Parties to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with the Borrower or any other Grantor (including the ABL Facility Documents and the Term Loan Documents), regardless of any knowledge thereof which they may have or with which they may be chargedcharged with.

Appears in 2 contracts

Samples: Security Agreement (Jill Intermediate LLC), Credit Agreement (Jill Intermediate LLC)

No Warranties or Liability. (a) The Term Loan Agent, for itself and on behalf of the other Term Loan Secured Parties, acknowledges and agrees that each of ABL the Revolving Credit Agent and the other ABL Revolving Credit Secured Parties have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability collectibility or enforceability of any of the ABL Revolving Credit Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The Term Loan Agent agrees, for itself and on behalf of the other Term Loan Secured Parties, that the ABL Revolving Credit Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the ABL Revolving Credit Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the ABL Revolving Credit Secured Parties may manage their loans and extensions of credit without regard to any rights or interests that the Term Loan Agent or any of the other Term Loan Secured Parties have in the Collateral or otherwise, except as otherwise provided in this Agreement. Neither ABL the Revolving Credit Agent nor any of the other ABL Revolving Credit Secured Parties shall have any duty to the Term Loan Agent or any of the other Term Loan Secured Parties to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements (other than this Agreement) with any Grantor (including the Term Loan Documents), regardless of any knowledge thereof which they may have or with which they may be chargedcharged with.

Appears in 1 contract

Samples: Credit Agreement (Hhgregg, Inc.)

No Warranties or Liability. (a) Term Merger Loan Agent, for itself and on behalf of the other Term Merger Loan Secured Parties, acknowledges and agrees that each of ABL Agent and the other ABL Secured Parties have Revolving Loan Lender has made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the ABL Revolving Loan Documents, the ownership of any Revolving Loan Priority Collateral or the perfection or priority of any Liens thereon. Term Merger Loan Agent agrees, for itself and on behalf of the other Term Merger Loan Secured Parties, that the ABL Secured Parties Revolving Loan Lender will be entitled to manage and supervise their its respective loans and extensions of credit under the ABL Revolving Loan Documents in accordance with law and as they may otherwise, in their its sole discretion, deem appropriate, and the ABL Secured Parties Revolving Loan Lender may manage their its loans and extensions of credit without regard to any rights or interests that Term Merger Loan Agent or any of the other Term Merger Loan Secured Parties have in the Revolving Loan Priority Collateral or otherwise, except as otherwise provided in this Agreement. Neither ABL Agent nor any of the other ABL Secured Parties Revolving Loan Lender shall not have any duty to Term Merger Loan Agent or any of the other Term Merger Loan Secured Parties to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with any Grantor (including the Term Merger Loan Documents), regardless of any knowledge thereof which they it may have or with which they it may be charged.

Appears in 1 contract

Samples: Intercreditor Agreement (Interpace Diagnostics Group, Inc.)

No Warranties or Liability. (a) The Term Loan Agent, for itself and on behalf of the other Term Loan Secured Parties, acknowledges and agrees that each of ABL the Revolving Loan Agent and the other ABL Revolving Loan Secured Parties have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the ABL Revolving Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The Term Loan Agent agrees, for itself and on behalf of the other Term Loan Secured Parties, that the ABL Revolving Loan Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the ABL Revolving Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the ABL Revolving Loan Secured Parties may manage their loans and extensions of credit without regard to any rights or interests that the Term Loan Agent or any of the other Term Loan Secured Parties have in the Collateral or otherwise, except as otherwise provided in this Agreement. Neither ABL the Revolving Loan Agent nor any of the other ABL Revolving Loan Secured Parties shall have any duty to the Term Loan Agent or any of the other Term Loan Secured Parties to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with any Grantor (including the Term Loan Documents), regardless of any knowledge thereof which they may have or with which they may be chargedcharged with.

Appears in 1 contract

Samples: Intercreditor Agreement (Frederick's of Hollywood Group Inc /Ny/)

AutoNDA by SimpleDocs

No Warranties or Liability. (a) The Term Loan Security Agent, for itself and on behalf of itself and the other Term Loan Secured Parties, acknowledges and agrees that (and by their acceptance of the benefits hereof, each of the Term Loan Secured Parties acknowledge and agree) that the ABL Facility Security Agent and the other ABL Facility Secured Parties have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the ABL Facility Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Term Loan Agent agrees, for itself and on behalf of the other Term Loan Secured Parties, that the The ABL Facility Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the their respective ABL Facility Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, . The ABL Facility Security Agent and the ABL Facility Secured Parties may manage their loans and extensions of credit without regard shall have no duty to any rights or interests that the Term Loan Security Agent or any of the other Term Loan Secured Parties have in the Collateral or otherwise, except as otherwise provided in this Agreement. Neither ABL Agent nor any of the other ABL Secured Parties shall have any duty to Term Loan Agent or any of the other Term Loan Secured Parties to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with any Borrower or any other Grantor (including the ABL Facility Documents and the Term Loan Documents), regardless of any knowledge thereof which they may have or with which they may be chargedcharged with.

Appears in 1 contract

Samples: Intercreditor Agreement (Party City Holdco Inc.)

No Warranties or Liability. (a) Term Loan The ABL Facility Security Agent, for itself and on behalf of itself and the other Term Loan ABL Facility Secured Parties, acknowledges and agrees that (and by their acceptance of the benefits hereof, each of the ABL Facility Secured Parties acknowledge and agree) that the Term Loan Security Agent and the other ABL Term Loan Secured Parties have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the ABL Term Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The Term Loan Agent agrees, for itself and on behalf of the other Term Loan Secured Parties, that the ABL Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the ABL their respective Term Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, . The Term Loan Security Agent and the ABL Term Loan Secured Parties may manage their loans and extensions of credit without regard shall have no duty to any rights or interests that Term Loan the ABL Facility Security Agent or any of the other Term Loan Secured Parties have in the Collateral or otherwise, except as otherwise provided in this Agreement. Neither ABL Agent nor any of the other ABL Secured Parties shall have any duty to Term Loan Agent or any of the other Term Loan Facility Secured Parties to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with any Borrower or any other Grantor (including the Term Loan Documents and the ABL Facility Documents), regardless of any knowledge thereof which they may have or with which they may be chargedcharged with.

Appears in 1 contract

Samples: Intercreditor Agreement (Party City Holdco Inc.)

No Warranties or Liability. (a) The Term Loan Agent, for itself and on behalf of the other Term Loan Secured Parties, acknowledges and agrees that each of ABL the Revolving Loan Agent and the other ABL Revolving Loan Secured Parties have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability collectibility or enforceability of any of the ABL Revolving Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The Term Loan Agent agrees, for itself and on behalf of the other Term Loan Secured Parties, that the ABL Revolving Loan Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the ABL Revolving Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the ABL Revolving Loan Secured Parties may manage their loans and extensions of credit without regard to any rights or interests that the Term Loan Agent or any of the other Term Loan Secured Parties have in the Collateral or otherwise, except as otherwise provided in this Agreement. Neither ABL the Revolving Loan Agent nor any of the other ABL Revolving Loan Secured Parties shall have any duty to the Term Loan Agent or any of the other Term Loan Secured Parties to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with any Grantor (including the Term Loan Documents), regardless of any knowledge thereof which they may have or with which they may be chargedcharged with.

Appears in 1 contract

Samples: Loan and Security Agreement (Latrobe Specialty Metals, Inc.)

No Warranties or Liability. (a) Term Loan Agent, for itself and on behalf of the other Term Loan Secured Parties, acknowledges and agrees that each of ABL Revolving Loan Agent and the other ABL Revolving Loan Secured Parties have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the ABL Revolving Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Term Loan Agent agrees, for itself and on behalf of the other Term Loan Secured Parties, that the ABL Revolving Loan Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the ABL Revolving Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the ABL Revolving Loan Secured Parties may manage their loans and extensions of credit without regard to any rights or interests that Term Loan Agent or any of the other Term Loan Secured Parties have in the Collateral or otherwise, except as otherwise provided in this Agreement. Neither ABL Revolving Loan Agent nor any of the other ABL Revolving Loan Secured Parties shall have any duty to Term Loan Agent or any of the other Term Loan Secured Parties to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with any Grantor (including the Term Loan Documents), regardless of any knowledge thereof which they may have or with which they may be charged.

Appears in 1 contract

Samples: Intercreditor Agreement (Hydrofarm Holdings Group, Inc.)

Time is Money Join Law Insider Premium to draft better contracts faster.