Common use of Nonliability of Lenders Clause in Contracts

Nonliability of Lenders. The relationship between the Borrower on the one hand and the Lenders, the LC Issuers and the Administrative Agent on the other hand shall be solely that of borrower and lender. Neither the Administrative Agent, the Arranger, any LC Issuer nor any Lender shall have any fiduciary responsibilities to the Borrower. Neither the Administrative Agent, the Arranger, any LC Issuer 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. The Borrower agrees that neither the Administrative Agent, the Arranger, any LC Issuer nor any Lender shall have liability to the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Loan Documents, or any act, omission or event occurring in connection therewith, unless it is determined in a final non-appealable judgment by a court of competent jurisdiction that such losses resulted from the gross negligence or willful misconduct of the party from which recovery is sought. Neither the Administrative Agent, the Arranger, any LC Issuer nor any Lender nor any of their respective affiliates or any of their directors, officers and employees or agents and advisors shall have any liability with respect to, and the Borrower hereby waives, releases and agrees not to xxx for, any special, indirect, consequential or punitive damages suffered by the Borrower in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby. It is agreed that the Arranger shall, in its capacity as such, have no duties or responsibilities under the Agreement or any other Loan Document. Each Lender acknowledges that it has not relied and will not rely on the Arranger in deciding to enter into the Agreement or any other Loan Document or in taking or not taking any action.

Appears in 1 contract

Samples: Credit Agreement (Cabelas Inc)

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Nonliability of Lenders. The relationship between the Borrower on the one hand and the Lenders, the LC Issuers Issuer and the Administrative Agent on the other hand shall be solely that of borrower and lender. Neither the Administrative Agent, the Arranger, any the LC Issuer nor any Lender shall have any fiduciary responsibilities to the Borrower. Neither the Administrative Agent, the Arranger, any the LC Issuer 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. The Borrower agrees that neither the Administrative Agent, the Arranger, any the LC Issuer nor any Lender shall have liability to the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Loan Documents, or any act, omission or event occurring in connection therewith, unless it is determined in a final non-appealable judgment by a court of competent jurisdiction that such losses resulted from the breach of this Agreement or any of the other Loan Documents by, or gross negligence or willful misconduct of of, the party from which recovery is sought. Neither the Administrative Agent, the Arranger, any the LC Issuer nor any Lender nor any of their respective affiliates or any of their directors, officers and employees or agents and advisors shall have any liability with respect to, and the Borrower hereby waives, releases and agrees not to xxx for, any special, indirect, consequential or punitive damages suffered by the Borrower in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby. It is agreed that the Arranger shall, in its capacity as such, have no duties or responsibilities under the Agreement or any other Loan Document. Each Lender acknowledges that it has not relied and will not rely on the Arranger in deciding to enter into the Agreement or any other Loan Document or in taking or not taking any action.

Appears in 1 contract

Samples: Credit Agreement (Abx Air Inc)

Nonliability of Lenders. The relationship between the Borrower Borrowers on the one hand and the Lenders, the LC Issuers Issuer and the Administrative Agent on the other hand shall be solely that of borrower and lender. Neither the Administrative Agent, the ArrangerLC Issuer, any LC Issuer the Arranger nor any Lender shall have any fiduciary responsibilities to the any Borrower. Neither the Administrative Agent, the ArrangerLC Issuer, any LC Issuer the Arranger nor any Lender undertakes any responsibility to the Borrower Borrowers to review or inform the Borrower Borrowers of any matter in connection with any phase of the BorrowerCompany’s or any of its Subsidiary’s business or operations. The Each Borrower agrees that neither the Administrative Agent, the ArrangerLC Issuer, any LC Issuer the Arranger nor any Lender shall have liability to the any Borrower (whether sounding in tort, contract or otherwise) for losses suffered by the any Borrower in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Loan Documents, or any act, omission or event occurring in connection therewith, unless it is determined in a final non-appealable judgment by a court of competent jurisdiction that such losses resulted from the gross negligence or willful misconduct of the party from which recovery is sought. Neither the Administrative Agent, the ArrangerLC Issuer, any LC Issuer the Arranger nor any Lender nor any of their respective affiliates or any of their directors, officers and employees or agents and advisors shall have any liability with respect to, and the each Borrower hereby waives, releases and agrees not to xxx for, any special, indirect, consequential or punitive damages suffered by the any Borrower in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby. It is agreed that the Arranger shall, in its capacity as such, have no duties or responsibilities under the Agreement or any other Loan Document. Each Lender acknowledges that it has not relied and will not rely on the Arranger in deciding to enter into the Agreement or any other Loan Document or in taking or not taking any action.

Appears in 1 contract

Samples: Credit Agreement (Modine Manufacturing Co)

Nonliability of Lenders. The relationship between the Borrower and the Borrowing Subsidiaries on the one hand and the Lenders, the LC Issuers Agent and the Administrative Collateral Agent on the other hand shall be solely that of borrower and lender. Neither the Administrative Agent, the Arranger, any LC Issuer the Collateral Agent nor any Lender shall have any fiduciary responsibilities to the BorrowerBorrower or any Borrowing Subsidiary. Neither the Administrative Agent, the Arranger, any LC Issuer the Collateral Agent nor any Lender undertakes any responsibility to the Borrower or any Borrowing Subsidiary to review or inform the Borrower or any Borrowing Subsidiary of any matter in connection with any phase of the Borrower’s 's or any Borrowing Subsidiary's business or operations. The Each of the Borrower and each Borrowing Subsidiary agrees that neither the Administrative Agent, the Arranger, any LC Issuer the Collateral Agent nor any Lender shall have liability to the Borrower or any Borrowing Subsidiary (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower or any Borrowing Subsidiary in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Loan Documents, or any act, omission or event occurring in connection therewith, unless it is determined in a final and non-appealable judgment by a court of competent jurisdiction that such losses resulted from the gross negligence or willful misconduct of the party from which recovery is sought. Neither the Administrative Agent, the Arranger, any LC Issuer the Collateral Agent nor any Lender nor any of their respective affiliates or any of their directors, officers and employees or agents and advisors shall have any liability with respect to, and each of the Borrower and each Borrowing Subsidiary hereby waives, releases and agrees not to xxx for, for any special, indirect, indirect or consequential or punitive damages suffered by the Borrower or any Borrowing Subsidiary in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby. It is agreed that the Arranger shall, in its capacity as such, have no duties or responsibilities under the Agreement or any other Loan Document. Each Lender acknowledges that it has not relied and will not rely on the Arranger in deciding to enter into the Agreement or any other Loan Document or in taking or not taking any action.

Appears in 1 contract

Samples: Credit Agreement (Prism Financial Corp)

Nonliability of Lenders. The relationship between the Borrower on the one hand and the Lenders, the Swingline Lender, the LC Issuers and the Administrative Agent on the other hand shall be solely that of borrower and lender. Neither None of the Administrative Agent, the any Joint Lead Arranger, any LC Issuer nor Issuer, the Swingline Lender or any Lender shall have any fiduciary responsibilities to the Borrower. Neither None of the Administrative Agent, the any Joint Lead Arranger, any LC Issuer nor Issuer, the Swingline Lender or 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. The Borrower agrees that neither none of the Administrative AgentAgent (and any sub-agent thereof), the ArrangerLC Issuers, the Lenders, the Swingline Lender or any LC Issuer nor Related Party of any Lender of the foregoing persons (each such person being called a “Released Person”) shall have liability to the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Loan Documents, or any act, omission or event occurring in connection therewith, unless it is determined in a final non-appealable judgment by a court of competent jurisdiction that such losses resulted from the gross negligence or willful misconduct of the party from which recovery is sought. Neither the Administrative Agent, the Arranger, any LC Issuer nor any Lender nor any of their respective affiliates or any of their directors, officers and employees or agents and advisors No Released Person shall have any liability with respect to, and the Borrower hereby waives, releases and agrees not to xxx sue for, (i) any special, indirect, consequential or punitive damages suffered by the Borrower in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby. It is agreed that , and (ii) any damages arising from the Arranger shalluse by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in its capacity as such, have no duties or responsibilities under the connection with this Agreement or any the other Loan DocumentDocuments or the transactions contemplated hereby or thereby. Each Lender acknowledges that it has not relied and will not rely on The provisions of this Section 9.9 shall survive the Arranger in deciding to enter into the Agreement or any other Loan Document or in taking or not taking any actiontermination of this Agreement.

Appears in 1 contract

Samples: Credit Agreement (Idaho Power Co)

Nonliability of Lenders. The relationship between the Borrower on the one hand and the Lenders, the LC Issuers Issuer and the Administrative Designated Agent on the other hand shall be solely that of the borrower and lender. Neither the Administrative Designated Agent, the ArrangerArrangers, any LC Issuer nor any Lender shall have any fiduciary responsibilities to the Borrower. Neither the Administrative Designated Agent, the ArrangerArrangers, any LC Issuer 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. The Borrower agrees that neither the Administrative Designated Agent, the ArrangerArrangers, any LC Issuer nor any Lender shall have liability to the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Loan Documents, or any act, omission or event occurring in connection therewith, unless it is determined in a final non-appealable judgment by a court of competent jurisdiction that such losses resulted from the gross negligence or willful misconduct of the party from which recovery is sought. Neither the Administrative Designated Agent, the ArrangerArrangers, any LC Issuer nor any Lender nor any of their respective affiliates or any of their directors, officers and employees or agents and advisors shall have 4887-5363-3879v24887-5363-3879v.5 any liability with respect to, and the Borrower hereby waives, releases and agrees not to xxx sue for, any special, indirect, consequential or punitive damages suffered by the Borrower in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby. It is agreed that the Arranger Arrangers shall, in its capacity as such, have no duties or responsibilities under the Agreement or any other Loan Document. Each Lender acknowledges that it has not relied and will not rely on the Arranger Arrangers in deciding to enter into the Agreement or any other Loan Document or in taking or not taking any action.

Appears in 1 contract

Samples: Credit Agreement (M.D.C. Holdings, Inc.)

Nonliability of Lenders. The relationship between the Borrower and the Guarantor on the one hand and the Lenders, the LC Swing Line Lender, the Issuers and the Administrative Agent Agents on the other hand shall be solely that of borrower borrower/guarantor and lender. Neither the Administrative None of either Agent, the either Arranger, any LC Issuer nor the Swing Line Lender, any Lender or any Issuer shall have any fiduciary responsibilities to the BorrowerBorrower or the Guarantor. Neither the Administrative None of either Agent, the either Arranger, any LC Issuer nor the Swing Line Lender, any Lender or any Issuer undertakes any responsibility to the Borrower or the Guarantor to review or inform the Borrower or the Guarantor of any matter in connection with any phase of the Borrower’s business or operations. The Each of theThe Borrower and the Guarantor agrees that neither the Administrative none of either Agent, the either Arranger, any LC Issuer nor the Swing Line Lender, any Lender or any Issuer shall have liability to the Borrower or the Guarantor (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower or the Guarantor in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Loan Documents, or any act, omission or event occurring in connection therewith, unless it is determined in a final non-appealable non‑appealable judgment by a court of competent jurisdiction that such losses resulted from the gross negligence or willful misconduct of the party from which recovery is sought. Neither the Administrative None of either Agent, the either Arranger, the Swing Line Lender, any LC Lender, any Issuer nor or any Lender nor Related Party of any of their respective affiliates or any of their directors, officers and employees or agents and advisors the foregoing Persons shall have any liability with respect to, and each of the Borrower and the Guarantor hereby waives, releases and agrees not to xxx for, any special, indirect, consequential or punitive damages suffered by the Borrower or the Guarantor in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby. It is agreed that None of either Agent, either Arranger, the Arranger shallSwing Line Lender, any Lender, any Issuer or any Related Party of any of the foregoing Persons shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in its capacity as such, have no duties or responsibilities under the connection with this Agreement or any the other Loan Document. Each Lender acknowledges that it has not relied and will not rely on Documents or the Arranger in deciding transactions contemplated hereby or thereby except to enter into the Agreement or any other Loan Document or in taking or not taking any actionextent such recipient receives such information due to the gross negligence of the party from which recovery is sought.

Appears in 1 contract

Samples: Credit Agreement (Kansas City Power & Light Co)

Nonliability of Lenders. The relationship between the Borrower on the one hand and the Lenders, the LC Issuers Issuer and the Administrative Agent on the other hand shall be solely that of borrower and lender. Neither the Administrative Agent, the Arranger, any the LC Issuer nor any Lender shall have any fiduciary responsibilities to the Borrower. Neither the Administrative Agent, the Arranger, any LC Issuer Arranger 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. The Borrower agrees that neither the Administrative Agent, the Arranger, any the LC Issuer nor any Lender shall have liability to the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Loan Documents, or any act, omission or event occurring in connection therewith, unless it is determined in a final non-appealable judgment by a court of competent jurisdiction that such losses resulted from the gross negligence negligence, bad faith or willful misconduct of, or breach of the Loan Documents by, the party from which recovery is soughtsought or any dispute solely between or among the Administrative Agent, the Arranger, the LC Issuer and/or any Lender and not involving Holdco, the Borrower, the Sponsors or their respective Affiliates. Neither the Administrative Agent, the Arranger, any the LC Issuer nor any Lender nor any of their respective affiliates or any of their directors, officers and employees or agents and advisors shall have any liability with respect to, and the Borrower hereby waives, releases and agrees not to xxx for, any special, indirect, consequential or punitive damages suffered by the Borrower in connection with, 105 arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby. It is agreed that the Arranger shall, in its capacity as such, have no duties or responsibilities under the Agreement or any other Loan Document. Each Lender acknowledges that it has not relied and will not rely on the Arranger in deciding to enter into the Agreement or any other Loan Document or in taking or not taking any action.

Appears in 1 contract

Samples: Credit Agreement (Moneygram International Inc)

Nonliability of Lenders. The relationship between the Borrower on the one hand and the Lenders, the LC Issuers and the Administrative Agent on the other hand shall be solely that of borrower and lender. Neither the Administrative Agent, the any Arranger, any LC Issuer nor any Lender shall have any fiduciary responsibilities to the Borrower. Neither the Administrative Agent, the any Arranger, any LC Issuer 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. The Borrower agrees that neither the Administrative Agent, the any Arranger, any LC Issuer nor any Lender shall have liability to the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Loan Documents, or any act, omission or event occurring in connection therewith, unless it is determined in a final non-appealable judgment by a court of competent jurisdiction that such losses resulted from the gross negligence or willful misconduct of the party from which recovery is sought. Neither the Administrative Agent, the any Arranger, any LC Issuer nor Issuer, any Lender nor any of their respective affiliates or any of their directors, officers and employees or agents and advisors Loan Party shall have any liability with respect to, and the Borrower each party hereto hereby waives, releases and agrees not to xxx sue for, any special, indirect, consequential or punitive damages suffered by the Borrower such party in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby; provided that this sentence shall not limit any indemnification obligations of the Borrower pursuant to Section 9.6(b). It is agreed that the each Arranger shall, in its capacity as such, have no duties or responsibilities under the Agreement or any other Loan Document. Each Lender acknowledges that it has not relied and will not rely on the any Arranger in deciding to enter into the Agreement or any other Loan Document or in taking or not taking any action.

Appears in 1 contract

Samples: Credit Agreement (Extra Space Storage Inc.)

Nonliability of Lenders. The relationship between the Borrower on the one hand and the Lenders, the Swingline Lender, the LC Issuers and the Administrative Agent on the other hand shall be solely that of borrower and lender. Neither None of the Administrative Agent, the any Joint Lead Arranger, any LC Issuer nor Issuer, the Swingline Lender or any Lender shall have any fiduciary responsibilities to the Borrower. Neither None of the Administrative Agent, the any Joint Lead Arranger, any LC Issuer nor Issuer, the Swingline Lender or 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. The Borrower agrees that neither the Administrative Agent, the Arranger, any LC Issuer nor any Lender no Indemnitee shall have liability to the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Loan Documents, or any act, omission or event occurring in connection therewith, unless it is determined in a final non-appealable judgment by a court of competent jurisdiction that such losses resulted from the gross negligence or willful misconduct of the party from which recovery is sought. Neither the Administrative Agent, the Arranger, any LC Issuer nor any Lender nor any of their respective affiliates or any of their directors, officers and employees or agents and advisors No Indemnitee shall have any liability with respect to, and the Borrower hereby waives, releases and agrees not to xxx for, (i) any special, indirect, consequential or punitive damages suffered by the Borrower in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby. It is agreed that , and (ii) any damages arising from the Arranger shalluse by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission 77 12604453v 1 24740.000 246 systems in its capacity as such, have no duties or responsibilities under the connection with this Agreement or any the other Loan DocumentDocuments or the transactions contemplated hereby or thereby. Each Lender acknowledges that it has not relied and will not rely on The provisions of this Section 9.9 shall survive the Arranger in deciding to enter into the Agreement or any other Loan Document or in taking or not taking any actiontermination of this Agreement.

Appears in 1 contract

Samples: Credit Agreement (Idaho Power Co)

Nonliability of Lenders. The relationship between the Borrower Company on the one hand and the Lenders, the LC Issuers Lenders and the Administrative Agent on the other hand shall be solely that of borrower and lender. Neither the Administrative Agent, the Arranger, any LC Issuer Agent nor any Lender shall have has any fiduciary responsibilities relationship with or duty to the BorrowerCompany or any of its subsidiaries arising out of or in connection with this Agreement or any of the other Loan Documents, and the relationship between the Loan Parties, on the one hand, and the Administrative Agent and the Lenders, on the other hand, in connection herewith or therewith is solely that of debtor and creditor. Neither the Administrative Agent, the Arranger, any LC Issuer Agent nor any Lender undertakes any responsibility to the Borrower Company or any of its subsidiaries to review or inform the Borrower Company or any of its subsidiaries of any matter in connection with any phase of the Borrower’s Company or any of its subsidiaries’ business or operations. The Borrower agrees Company agrees, on behalf of itself and each of its subsidiaries, that neither the Administrative Agent, the Arranger, any LC Issuer Agent nor any Lender shall have liability to the Borrower Company or any of its subsidiaries (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower 104 Company or any of its subsidiaries in connection with, arising out of, or in any way related to, to the transactions contemplated and the relationship established by the Loan Documents, or any act, omission or event occurring in connection therewith, unless it is determined in a final non-appealable judgment by a court of competent jurisdiction that such losses resulted from the gross negligence or willful misconduct of the party from which recovery is sought. Neither the The Administrative Agent, the ArrangerLenders and their respective Affiliates may be engaged, any LC Issuer nor for their own accounts or the accounts of customers, in a broad range of transactions that involve interests that differ from those of the Company and its Affiliates, and neither the Administrative Agent or any Lender nor has any obligation to disclose any of their respective affiliates or any of their directors, officers and employees or agents and advisors shall have any liability with respect to, and the Borrower hereby waives, releases and agrees not to xxx for, any special, indirect, consequential or punitive damages suffered by the Borrower in connection with, arising out of, or in any way related such interests to the Loan Documents Company or the transactions contemplated therebyits Affiliates. It is agreed that the Arranger shallNO PARTY HERETO SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY OTHERS OF ANY INFORMATION OR OTHER MATERIALS OBTAINED THROUGH INTRALINKS OR OTHER SIMILAR INFORMATION TRANSMISSION SYSTEMS IN CONNECTION WITH THIS AGREEMENT, in its capacity as suchNOR SHALL ANY PARTY HERETO HAVE ANY LIABILITY WITH RESPECT TO, have no duties or responsibilities under the Agreement or any other Loan DocumentAND EACH PARTY (AND THE COMPANY ON BEHALF OF ITSELF AND EACH OTHER LOAN PARTY), HEREBY WAIVES, RELEASES AND AGREES NOT TO XXX FOR ANY SPECIAL, PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR ARISING OUT OF ITS ACTIVITIES IN CONNECTION HEREWITH OR THEREWITH (WHETHER BEFORE OR AFTER THE RESTATEMENT EFFECTIVE DATE); PROVIDED THE FOREGOING SHALL NOT LIMIT THE COMPANY’S INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 15.16. Each Lender The Company acknowledges that it has not relied been advised by counsel in the negotiation, execution and will not rely on delivery of this Agreement and the Arranger in deciding other Loan Documents to enter into which it is a party. No joint venture is created hereby or by the Agreement other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among the Company or any other Loan Document or in taking or not taking any actionof its subsidiaries and the Lenders.

Appears in 1 contract

Samples: Credit Agreement (Centene Corp)

Nonliability of Lenders. The relationship between the Borrower on the one hand and the Lenders, the LC Issuers Issuer and the Administrative Agent on the other hand shall be solely that of borrower and lender. Neither the Administrative Agent, the Arranger, any the LC Issuer nor any Lender shall have any fiduciary responsibilities to the Borrower. Neither the Administrative Agent, the Arranger, any the LC Issuer 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 's business or operations. The Borrower agrees that neither the Administrative Agent, the Arranger, any the LC Issuer nor any Lender shall have liability to the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Loan Documents, or any act, omission or event occurring in connection therewith, unless it is determined in a final non-appealable judgment by a court of competent jurisdiction that such losses resulted from the gross negligence or willful misconduct of the party from which recovery is sought. Neither the Administrative Agent, the Arranger, any the LC Issuer nor any Lender nor any of their respective affiliates or any of their directors, officers and employees or agents and advisors shall have any liability with respect to, and the Borrower hereby waives, releases and agrees not to xxx sue for, any specialincidental, indirect, consequential xxemplary, consequential, special or punitive damages, or for any loss of revenue, profits, capital or business or wasted management time, even if such Person is made aware of the possibility of such damages or they are foreseeable, suffered by the Borrower in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby. It , except to the extent the Borrower, its Subsidiaries or Affiliates is agreed that subject to a final, nonappealable judgment for claims for incidental, indirect, consequential, special or punitive damages by other Persons to the Arranger shallextent they are attributable to actions of the Administrative Agent, in its capacity as suchthe Arranger, have no duties a Lender or responsibilities under the Agreement or any other Loan Document. Each Lender acknowledges that it has not relied and will not rely on the Arranger in deciding to enter into the Agreement or any other Loan Document or in taking or not taking any actionan LC Issuer.

Appears in 1 contract

Samples: Credit Agreement (Microchip Technology Inc)

Nonliability of Lenders. The relationship between the Borrower Borrowers on the one hand and the Lenders, the LC Issuers Issuer and the Administrative Agent on the other hand shall be solely that of borrower and lender. Neither the Administrative Agent, the Arranger, any the LC Issuer nor any Lender shall have any fiduciary responsibilities to the any Borrower. Neither the Administrative Agent, the Arranger, any the LC Issuer nor any Lender undertakes any responsibility to the any Borrower to review or inform the any Borrower of any matter in connection with any phase of the any Borrower’s business or operations. The Each Borrower agrees that neither the Administrative Agent, the Arranger, any the LC Issuer nor any Lender shall have liability to the any Borrower (whether sounding in tort, contract or otherwise) for losses suffered by the any Borrower in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Loan Documents, or any act, omission or event occurring in connection therewith, unless it is determined in a final non-appealable judgment by a court of competent jurisdiction that such losses resulted from the gross negligence or willful misconduct of the party from which recovery is sought. Neither the Administrative Agent, the Arranger, any the LC Issuer nor any Lender nor any of their respective affiliates or any of their directors, officers and employees or agents and advisors shall have any liability with respect to, and the each Borrower hereby waives, releases and agrees not to xxx sxx for, any special, indirect, consequential or punitive damages suffered by the any Borrower in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby. It is agreed that the Arranger shall, in its capacity as such, have no duties or responsibilities under the Agreement or any other Loan Document. Each Lender acknowledges that it has not relied and will not rely on the Arranger in deciding to enter into the Agreement or any other Loan Document or in taking or not taking any action.

Appears in 1 contract

Samples: Loan Agreement (Lithia Motors Inc)

Nonliability of Lenders. The relationship between the Borrower on the one hand and the Lenders, the Swingline Lender, the LC Issuers and the Administrative Agent on the other hand shall be solely that of borrower and lender. Neither None of the Administrative Agent, the any Joint Lead Arranger, any LC Issuer nor Issuer, the Swingline Lender or any Lender shall have any fiduciary responsibilities to the Borrower. Neither None of the Administrative Agent, the any Joint Lead Arranger, any LC Issuer nor Issuer, the Swingline Lender or 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. The Borrower agrees that neither the Administrative Agent, the Arranger, any LC Issuer nor any Lender no Indemnitee shall have liability to the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Loan Documents, or any act, omission or event occurring in connection therewith, unless it is determined in a final non-appealable judgment by a court of competent jurisdiction that such losses resulted from the gross negligence or willful misconduct of the party from which recovery is sought. Neither the Administrative Agent, the Arranger, any LC Issuer nor any Lender nor any of their respective affiliates or any of their directors, officers and employees or agents and advisors No Indemnitee shall have any liability with respect to, and the Borrower hereby waives, releases and agrees not to xxx for, (i) any special, indirect, consequential or punitive damages suffered by the Borrower in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby. It is agreed that , and (ii) any damages arising from the Arranger shalluse by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission 77 12640621v 1 24740.0002 44 systems in its capacity as such, have no duties or responsibilities under the connection with this Agreement or any the other Loan DocumentDocuments or the transactions contemplated hereby or thereby. Each Lender acknowledges that it has not relied and will not rely on The provisions of this Section 9.9 shall survive the Arranger in deciding to enter into the Agreement or any other Loan Document or in taking or not taking any actiontermination of this Agreement.

Appears in 1 contract

Samples: Credit Agreement (Idaho Power Co)

Nonliability of Lenders. The relationship between the Borrower on the one hand and the Lenders, the LC Issuers Issuer and the Administrative Agent on the other hand shall be solely that of borrower and lender. Neither the Administrative Agent, the Arranger, any the LC Issuer nor any Lender shall have any fiduciary responsibilities to the Borrower. Neither the Administrative Agent, the Arranger, any the LC Issuer 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. The Borrower agrees that neither none of the Administrative Agent, the Arranger, any the LC Issuer nor any Lender shall have liability to the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Loan Documents, or any act, omission or event occurring in connection therewith, unless it is determined in a final non-appealable judgment by a court of competent jurisdiction that such losses resulted from the gross negligence or willful misconduct of the party from which recovery is sought. Neither None of the Borrower, the Administrative Agent, the Arranger, any the LC Issuer nor any Lender nor any of their respective affiliates or any of their directors, officers and employees or agents and advisors shall have any liability with respect to, and each of the Borrower Borrower, the Administrative Agent, the Arranger, the LC Issuer and any Lender hereby waives, releases and agrees not to xxx sxx for, any special, indirect, consequential or punitive damages suffered by the Borrower any other Party in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby. It is agreed that the Arranger shall, in its capacity as such, have no duties or responsibilities under the Agreement or any other Loan Document. Each Lender acknowledges that it has not relied and will not rely on the Arranger in deciding to enter into the Agreement or any other Loan Document or in taking or not taking any action.

Appears in 1 contract

Samples: Credit Agreement (Clarcor Inc)

Nonliability of Lenders. The relationship between the Borrower Borrowers on the one hand and the Lenders, the LC Issuers Issuer and the Administrative Agent on the other hand shall be solely that of borrower and lender. Neither the Administrative Agent, the Arranger, any the LC Issuer nor any Lender shall have any fiduciary responsibilities to the any Borrower. Neither the Administrative Agent, the Arranger, any the LC Issuer nor any Lender undertakes any responsibility to the any Borrower to review or inform the any Borrower of any matter in connection with any phase of the any Borrower’s business or operations. The Each Borrower agrees that neither the Administrative Agent, the Arranger, any the LC Issuer nor any Lender shall have liability to the any Borrower (whether sounding in tort, contract or otherwise) for losses suffered by the any Borrower in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Loan Documents, or any act, omission or event occurring in connection therewith, unless it is determined in a final non-appealable judgment by a court of competent jurisdiction that such losses resulted from the gross negligence or willful misconduct of the party from which recovery is sought. Neither the Administrative Agent, the Arranger, any the LC Issuer nor any Lender nor any of their respective affiliates or any of their directors, officers and employees or agents and advisors shall have any liability with respect to, and the each Borrower hereby waives, releases and agrees not to xxx for, any special, indirect, consequential or punitive damages suffered by the any Borrower in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby. It is agreed that the Arranger shall, in its capacity as such, have no duties or responsibilities under the Agreement or any other Loan Document. Each Lender acknowledges that it has not relied and will not rely on the Arranger in deciding to enter into the Agreement or any other Loan Document or in taking or not taking any action.

Appears in 1 contract

Samples: Loan Agreement (Lithia Motors Inc)

Nonliability of Lenders. The relationship between the Borrower on the one hand and the Lenders, the LC Issuers and the Administrative Agent on the other hand shall be solely that of borrower and lender. Neither the Administrative Agent, the any Arranger, any LC Issuer nor any Lender shall have any fiduciary responsibilities to the Borrower. Neither the Administrative Agent, the any Arranger, any LC Issuer 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. The Borrower agrees that neither the Administrative Agent, the any Arranger, any LC Issuer nor any Lender shall have liability to the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Loan Documents, or any act, omission or event occurring in connection therewith, unless it is determined in a final non-appealable judgment by a court of competent jurisdiction that such losses resulted from the gross negligence or willful misconduct of the party from which recovery is sought. Neither the Administrative Agent, the Arranger, any LC Issuer nor any Lender nor any of their respective affiliates or any of their directors, officers and employees or agents and advisors No party hereto shall have any liability with respect to, and the Borrower each party hereto hereby waives, releases and agrees not to xxx for, any special, indirect, consequential or punitive damages suffered by the Borrower it in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby. It is agreed that the neither Arranger shall, in its capacity as such, have no any duties or responsibilities under the Agreement or any other Loan Document. Each Lender acknowledges that it has not relied and will not rely on the any Arranger in deciding to enter into the Agreement or any other Loan Document or in taking or not taking any action.

Appears in 1 contract

Samples: Credit Agreement (Plexus Corp)

Nonliability of Lenders. The relationship between the Borrower on the one hand and the Lenders, the LC Issuers and the Administrative Agent on the other hand shall be solely that of borrower and lender. Neither None of the Administrative Agent, the Arranger, any LC Issuer nor or any Lender shall have any fiduciary responsibilities to the Borrower. Neither None of the Administrative Agent, the Arranger, any LC Issuer nor or 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 's business or operations. The Borrower agrees that neither none of the Administrative Agent, the Arranger, any LC Issuer nor or any Lender shall have liability to the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Loan Documents, or any act, omission or event occurring in connection therewith, unless it is determined in a final non-appealable judgment by a court of competent jurisdiction that such losses resulted from the gross negligence or willful misconduct of the party from which recovery is sought. Neither the Administrative Agent, the Arranger, any LC Issuer nor or any Lender nor any of their respective affiliates or any of their directors, officers and employees or agents and advisors the Borrower shall have any liability with respect to, and the Borrower (with respect to the Agent, the Arranger, each LC Issuer and each Lender) and the Agent, the Arranger, each LC Issuer and each Lender (with respect to the Borrower) hereby waives, releases and agrees not to xxx for, for any special, indirect, indirect or consequential or punitive damages suffered by the Borrower any such party in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby. It is agreed that the Arranger shall, in its capacity as such, have no duties or responsibilities under the Agreement or any other Loan Document. Each Lender acknowledges that it has not relied and will not rely on the Arranger in deciding to enter into the Agreement or any other Loan Document or in taking or not taking any action.

Appears in 1 contract

Samples: Five Year Credit Agreement (Portland General Electric Co /Or/)

Nonliability of Lenders. The relationship between the Borrower on the one hand and the Lenders, the LC Issuers Lenders and the Administrative Agent on the other hand shall be solely that of borrower and lender. Neither the Administrative Agent, the Arranger, any LC Issuer Arranger nor any Lender shall have any fiduciary responsibilities to the Borrower. Neither the Administrative Agent, the Arranger, any LC Issuer Arranger 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. The Borrower agrees that neither the Administrative Agent, the Arranger, any LC Issuer Arranger nor any Lender shall have liability to the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Loan Documents, or any act, omission or event occurring in connection therewith, unless it is determined in a final non-appealable judgment by a court of competent jurisdiction that such losses resulted from the gross negligence or willful misconduct of the party from which recovery is sought. Neither the Administrative Agent, the Arranger, any LC Issuer Arranger nor any Lender nor any of their respective affiliates or any of their directors, officers and employees or agents and advisors shall have any liability with respect to, and the Borrower hereby waives, releases and agrees not to xxx sxx for, any special, indirect, consequential or punitive damages suffered by the Borrower in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby. It is agreed that the The Arranger shall, in its capacity as such, have no duties or responsibilities under the Agreement or any other Loan Document. Each Lender acknowledges that it has not relied and will not rely on the Arranger in deciding to enter into the Agreement or any other Loan Document or in taking or not taking any action.

Appears in 1 contract

Samples: Credit Agreement (Cobiz Financial Inc)

Nonliability of Lenders. The relationship between the Borrower on the one hand and the Lenders, the LC Issuers Issuer, and the Administrative Agent on the other hand shall be solely that of borrower and lender. Neither the Administrative Agent, the ArrangerLC Issuer, any LC Issuer the Arrangers nor any Lender shall have any fiduciary responsibilities to the Borrower. Neither the Administrative Agent, the ArrangerLC Issuer, any LC Issuer the Arrangers 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 's business or operations. The Borrower agrees that neither the Administrative Agent, the ArrangerLC Issuer, any LC Issuer the Arrangers nor any Lender shall have liability to the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Loan Documents, or any act, omission or event occurring in connection therewith, unless it is determined in a final non-appealable judgment by a court of competent jurisdiction that such losses resulted from the gross negligence or willful misconduct of the party from which recovery is sought. Neither the Administrative Agent, the ArrangerLC Issuer, any LC Issuer the Arrangers nor any Lender nor any of their respective affiliates or any of their directors, officers and employees or agents and advisors shall have any liability with respect to, and the Borrower hereby waives, releases and agrees not to xxx forsue xxx, any special, indirect, indirect or consequential or punitive damages suffered by the Borrower in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby. It is agreed that the Arranger shall, in its capacity as such, have no duties or responsibilities under the Agreement or any other Loan Document. Each Lender acknowledges that it has not relied and will not rely on the Arranger in deciding to enter into the Agreement or any other Loan Document or in taking or not taking any action.

Appears in 1 contract

Samples: Credit Agreement (Daisytek International Corporation /De/)

Nonliability of Lenders. The relationship between the Borrower Borrowers on the one hand and the Lenders, the LC Issuers Issuer and the Administrative Agent on the other hand shall be solely that of borrower and lender. Neither the Administrative Agent, the Arranger, any the LC Issuer nor any Lender shall have any fiduciary responsibilities to the any Borrower. Neither the Administrative Agent, the Arranger, any the LC Issuer nor any Lender undertakes any responsibility to the any Borrower to review or inform the any Borrower of any matter in connection with any phase of the any Borrower’s business or operations. The Each Borrower agrees that neither the Administrative Agent, the Arranger, any the LC Issuer nor any Lender shall have liability to the any Borrower (whether sounding in tort, contract or otherwise) for losses suffered by the any Borrower in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Loan Documents, or any act, omission or event occurring in connection therewith, unless it is determined in a final non-appealable judgment by a court of competent jurisdiction that such losses resulted from the gross negligence or willful misconduct of the party from which recovery is sought. Neither the Administrative Agent, the Arranger, any the LC Issuer nor any Lender nor any of their respective affiliates or any of their directors, officers and employees or agents and advisors shall have any liability with respect to, and the each Borrower hereby waives, releases and agrees not to xxx sue for, any special, indirect, consequential or punitive damages suffered by the any Borrower in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby. It is agreed that the Arranger shall, in its capacity as such, have no duties or responsibilities under the Agreement or any other Loan Document. Each Lender acknowledges that it has not relied and will not rely on the Arranger in deciding to enter into the Agreement or any other Loan Document or in taking or not taking any action.. 17.19

Appears in 1 contract

Samples: Loan Agreement (Lithia Motors Inc)

Nonliability of Lenders. The relationship between the Borrower on the one hand and the Lenders, the LC Issuers Issuer and the Administrative Agent on the other hand shall be solely that of borrower and lender. Neither the Administrative Agent, the Arranger, any the LC Issuer nor any Lender shall have any fiduciary responsibilities to the Borrower. Neither the Administrative Agent, the Arranger, any the LC Issuer 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. The Borrower agrees that neither the Administrative Agent, the Arranger, any the LC Issuer nor any Lender shall have liability to the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Loan Documents, or any act, omission or event occurring in connection therewith, unless it is determined in a final non-appealable judgment by a court of competent jurisdiction that such losses resulted from the gross negligence negligence, bad faith or willful misconduct of the party from which recovery is sought. Neither the Administrative Agent, the Arranger, any the LC Issuer nor any Lender nor any of their respective affiliates or any of their directors, officers and employees or agents and advisors shall have any liability with respect to, and the Borrower hereby waives, releases and agrees not to xxx for, any lost profits or special, indirect, consequential or punitive damages suffered by the Borrower in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby. It is agreed that the Arranger shall, in its capacity as such, have no duties or responsibilities under the Agreement or any other Loan Document. Each Lender acknowledges that it has not relied and will not rely on the Arranger in deciding to enter into the Agreement or any other Loan Document or in taking or not taking any action.

Appears in 1 contract

Samples: Credit Agreement (Universal Electronics Inc)

Nonliability of Lenders. The relationship between the Borrower and Co-Borrower on the one hand and the Lenders, the LC Issuers Lenders and the Administrative Agent on the other hand shall be solely that of borrower and lender. Neither None of the Administrative Agent, the Arrangerany Initial Lender Affiliate, any LC Issuer nor or any Lender shall have any fiduciary responsibilities to the BorrowerBorrower Co-Borrower or any Subsidiary Guarantor. Neither None of the Administrative Agent, the Arrangerany Initial Lender Affiliate, any LC Issuer nor or any Lender undertakes any responsibility to the Borrower, Co-Borrower or any Subsidiary Guarantor to review or inform the Borrower, Co-Borrower or any Subsidiary Guarantor of any matter in connection with any phase of the Borrower’s 's or Co-Borrower's business or operations. The Borrower agrees and Co-Borrower agree that neither none of the Administrative Agent, the Arrangerany Initial Lender Affiliate, any LC Issuer nor or any Lender shall have liability to the Borrower or Co-Borrower (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower or Co-Borrower in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Loan Documents, or any act, omission or event occurring in connection therewith, unless it is determined in a final non-appealable judgment by a court of competent jurisdiction that such losses resulted from the gross negligence or willful misconduct of the party from which recovery is sought. Neither None of the Administrative Agent, the Arrangerany Initial Lender Affiliate, any LC Issuer nor or any Lender nor any of their respective affiliates or any of their directors, officers and employees or agents and advisors shall have any liability with respect to, and the Borrower and Co-Borrower hereby waiveswaive, releases release and agrees agree not to xxx sue for, any special, indirect, indirect or consequential or punitive damages suffered by the Xxxrower, Co-Borrower or any Subsidiary Guarantor in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby. It is agreed that the Arranger shall, in its capacity as such, have no duties or responsibilities under the Agreement or any other Loan Document. Each Lender acknowledges that it has not relied and will not rely on the Arranger in deciding to enter into the Agreement or any other Loan Document or in taking or not taking any action.

Appears in 1 contract

Samples: Credit Agreement (Gaylord Entertainment Co /De)

Nonliability of Lenders. The relationship between the Borrower Borrowers on the one hand and the Lenders, the LC Issuers Issuer and the Administrative Agent on the other hand shall be solely that of borrower and lender. Neither the Administrative Agent, the Arranger, any the LC Issuer nor any Lender shall have any fiduciary responsibilities to the any Borrower. Neither the Administrative Agent, the Arranger, any the LC Issuer nor any Lender undertakes any responsibility to the any Borrower to review or inform the any Borrower of any matter in connection with any phase of the any Borrower’s business or operations. The Each Borrower agrees that neither the Administrative Agent, the Arranger, any the LC Issuer nor any Lender shall have liability to the any Borrower (whether sounding in tort, contract or otherwise) for losses suffered by the any Borrower in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Loan Documents, or any act, omission or event occurring in connection therewith, unless it is determined in a final non-appealable judgment by a court of competent jurisdiction that such losses resulted from the gross negligence or willful misconduct of the party from which recovery is sought. Neither the Administrative Agent, the Arranger, any the LC Issuer nor any Lender nor any of their respective affiliates or any of their directors, officers and employees or agents and advisors shall have any liability with respect to, and the each Borrower hereby waives, releases and agrees not to xxx for, any special, indirect, consequential or punitive damages suffered by the any Borrower in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby. It is agreed that the Arranger shall, in its capacity as such, have no duties or responsibilities under the Agreement or any other Loan Document. Each Lender acknowledges that it has not relied and will not rely on the Arranger in deciding to enter into the Agreement or any other Loan Document or in taking or not taking any action.

Appears in 1 contract

Samples: Assignment Agreement (Clayton Williams Energy Inc /De)

Nonliability of Lenders. The relationship between each of the Borrower Borrowers on the one hand and the Lenders, the LC Issuers Issuers, any syndication agent or documentation agent listed on the cover page hereof, and the Administrative Agent on the other hand shall be solely that of borrower and lender. Neither the Administrative Agent, the Arranger, any LC Issuer Issuer, any syndication agent or documentation agent listed on the cover page hereof nor any Lender shall have any fiduciary responsibilities to any Borrower and, to the Borrower. Neither fullest extent permitted by applicable law, each of the Borrowers waives and releases any claims that they may have against the Administrative Agent, the Arranger, any LC Issuer nor Issuer, any syndication agent or documentation agent listed on the cover page hereof 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 by the Loan Documents. None of the Administrative Agent, the Arranger, any LC Issuer, any syndication agent or documentation agent listed on the cover page hereof or any Lender undertakes any responsibility to the any Borrower to review or inform the any Borrower of any matter in connection with any phase of the any Borrower’s business or operations. The Borrower Each of the Borrowers agrees that neither none of the Administrative Agent, the Arranger, any LC Issuer nor Issuer, any syndication agent or documentation agent listed on the cover page hereof or any Lender shall have liability to the any Borrower (whether sounding in tort, contract or otherwise) for losses suffered by the any Borrower in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Loan Documents, or any act, omission or event occurring in connection therewith, unless it is determined in a final non-appealable judgment by a court of competent jurisdiction that such losses resulted from (x) the gross negligence or willful misconduct of the party from which recovery is sought. Neither the Administrative Agent, the Arranger, any LC Issuer nor any Lender nor any of their respective affiliates sought or any of their directors, officers and employees or agents and advisors shall have any liability with respect to, and the Borrower hereby waives, releases and agrees not to xxx for, any special, indirect, consequential or punitive damages suffered (y) a material breach by the Borrower in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby. It party from which recovery is agreed that the Arranger shall, in sought of its capacity as such, have no duties or responsibilities obligations under the Agreement or any other Loan Document. Each Lender acknowledges that it has not relied and will not rely on the Arranger in deciding to enter into the Agreement or any other Loan Document or in taking or not taking any actionthis Agreement.

Appears in 1 contract

Samples: Credit Agreement (Cameron International Corp)

Nonliability of Lenders. The relationship between the Borrower on the one hand and the Lenders, the LC Issuers Issuer and the Administrative Agent on the other hand shall be solely that of borrower and lender. Neither the Administrative Agent, the Arranger, any the LC Issuer nor any Lender shall have any fiduciary responsibilities to the Borrower. Neither the Administrative Agent, the Arranger, any the LC Issuer 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. The Borrower agrees that neither the Administrative Agent, the Arranger, any the LC Issuer nor any Lender shall have liability to the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Loan Documents, or any act, omission or event occurring in connection therewith, unless it is determined in a final non-appealable judgment by a court of competent jurisdiction that such losses resulted from the gross negligence or willful misconduct of the party from which recovery is sought. Neither the Administrative Agent, the Arranger, any the LC Issuer nor any Lender nor any of their respective affiliates or any of their directors, officers and employees or agents and advisors shall have any liability with respect to, and the Borrower hereby waives, releases and agrees not to xxx sxx for, any special, indirect, consequential or punitive damages suffered by the Borrower in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby. It is agreed that the Arranger shall, in its capacity as such, have no duties or responsibilities under the this Agreement or any other Loan Document. Each Lender acknowledges that it has not relied and will not rely on the Arranger in deciding to enter into the this Agreement or any other Loan Document or in taking or not taking any action.

Appears in 1 contract

Samples: Credit Agreement (Orchids Paper Products CO /DE)

Nonliability of Lenders. The relationship between the Borrower Borrowers on the one hand and the Lenders, the LC Issuers Issuer and the Administrative Agent on the other hand shall be solely that of borrower and lender. Neither the Administrative Agent, the Arranger, any the LC Issuer nor any Lender shall have any fiduciary responsibilities to the any Borrower. Neither the Administrative Agent, the Arranger, any the LC Issuer nor any Lender undertakes any responsibility to the any Borrower to review or inform the any Borrower of any matter in connection with any phase of the Borrower’s 's business or operations. The Each Borrower agrees that neither the Administrative Agent, the Arranger, any the LC Issuer nor any Lender shall have liability to the any Borrower (whether sounding in tort, contract or otherwise) for losses suffered by the any Borrower in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Loan Documents, or any act, omission or event occurring in connection therewith, unless it is determined in a final non-appealable judgment by a court of competent jurisdiction that such losses resulted from the gross negligence or willful misconduct of the party from which recovery is sought. Neither the Administrative Agent, the Arranger, any the LC Issuer nor any Lender nor any of their respective affiliates or any of their directors, officers and employees or agents and advisors shall have any liability with respect to, and the each Borrower hereby waives, releases and agrees not to xxx forsue xxx, any special, indirect, indirect or consequential or punitive damages suffered by the such Borrower in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby. It is agreed that the Arranger shall, in its capacity as such, have no duties or responsibilities under the Agreement or any other Loan Document. Each Lender acknowledges that it has not relied and will not rely on the Arranger in deciding to enter into the Agreement or any other Loan Document or in taking or not taking any action.

Appears in 1 contract

Samples: Credit Agreement (Kaydon Corp)

Nonliability of Lenders. The relationship between the Borrower on the one hand and the Lenders, the LC Issuers Issuer and the Administrative Designated Agent on the other hand shall be solely that of the borrower and lender. Neither the Administrative Designated Agent, the ArrangerArrangers, any LC Issuer nor any Lender shall have any fiduciary responsibilities to the Borrower. Neither the Administrative Designated Agent, the ArrangerArrangers, any LC Issuer 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. The Borrower agrees that neither the Administrative Designated Agent, the ArrangerArrangers, any LC Issuer nor any Lender shall have liability to the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Loan Documents, or any act, omission or event occurring in connection therewith, unless it is determined in a final non-appealable judgment by a court of competent jurisdiction that such losses resulted from the gross negligence or willful misconduct of the party from which recovery is sought. Neither the Administrative Designated Agent, the ArrangerArrangers, any LC Issuer nor any Lender nor any of their respective affiliates or any of their directors, officers and employees or agents and advisors shall have any liability with respect to, and the Borrower hereby waives, releases and agrees not to xxx sue for, any special, indirect, consequential or punitive damages suffered by the Borrower in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby. It is agreed that the Arranger Arrangers shall, in its capacity as such, have no duties or responsibilities under the Agreement or any other Loan Document. Each Lender acknowledges that it has not relied and will not rely on the Arranger Arrangers in deciding to enter into the Agreement or any other Loan Document or in taking or not taking any action.

Appears in 1 contract

Samples: Credit Agreement (M.D.C. Holdings, Inc.)

Nonliability of Lenders. The relationship between the Borrower on the one hand and the Lenders, the LC Issuers Lenders and the Administrative Agent on the other hand shall be solely that of borrower and lender. Neither the Administrative Agent, the Arranger, any LC Issuer Arranger nor any Lender shall have any fiduciary responsibilities to the Borrower. Neither the Administrative Agent, the Arranger, any LC Issuer Arranger 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. The Borrower agrees that neither the Administrative Agent, the Arranger, any LC Issuer Arranger nor any Lender shall have liability to the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Loan Documents, or any act, omission or event occurring in connection therewith, unless it is determined in a final non-appealable judgment by a court of competent jurisdiction that such losses resulted from the gross negligence or willful misconduct of the party from which recovery is sought. Neither the Administrative Agent, the Arranger, any LC Issuer Arranger nor any Lender nor any of their respective affiliates or any of their directors, officers and employees or agents and advisors shall have any liability with respect to, and the Borrower hereby waives, releases and agrees not to xxx for, any special, indirect, consequential or punitive damages suffered by the Borrower in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby. It is agreed that the Arranger shall, in its capacity as such, have no duties or responsibilities under the Agreement or any other Loan Document. Each Lender acknowledges that it has not relied and will not rely on the Arranger in deciding to enter into the Agreement or any other Loan Document or in taking or not taking any action.

Appears in 1 contract

Samples: Credit Agreement (Proassurance Corp)

Nonliability of Lenders. The relationship between the Borrower on the one hand and the Lenders, the LC Issuers and the Administrative Agent on the other hand shall be solely that of the borrower and lender. Neither the Administrative Agent, the any Arranger, any Co-Syndication Agent, any Co-Documentation Agent, any LC Issuer nor any Lender shall have any fiduciary responsibilities to the Borrower. Neither the Administrative Agent, the any Arranger, any Co-Syndication Agent, any Co-Documentation Agent, any LC Issuer 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. The Borrower agrees that neither the Administrative Agent, the any Arranger, any Co-Syndication Agent, any Co-Documentation Agent, any LC Issuer nor any Lender shall have liability to the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Loan Documents, or any act, omission or event occurring in connection therewith, unless it is determined in a final non-appealable judgment by a court of competent jurisdiction that such losses resulted from the gross negligence or willful misconduct of the party from which recovery is sought. Neither the Administrative Agent, the any Arranger, any Co-Syndication Agent, any Co-Documentation Agent, any LC Issuer nor any Lender nor any of their respective affiliates or any of their directors, officers and employees or agents and advisors shall have any liability with respect to, and the Borrower hereby waives, releases and agrees not to xxx for, any special, indirect, consequential or punitive damages suffered by the Borrower in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby. It is agreed that the Arranger each Arranger, each Co-Syndication Agent and each Co-Documentation Agent shall, in its capacity as such, have no duties or responsibilities under the Agreement or any other Loan Document. Each Lender acknowledges that it has not relied and will not rely on the Arranger any Arranger, any Co-Syndication Agent or any Co-Documentation Agent in deciding to enter into the Agreement or any other Loan Document or in taking or not taking any action.

Appears in 1 contract

Samples: Credit Agreement (New Home Co Inc.)

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Nonliability of Lenders. The relationship between the Borrower on the one hand and the Lenders, the LC Issuers Lenders and the Administrative Agent on the other hand shall be solely that of borrower and lender. Neither the Administrative Agent, the Arranger, any LC Issuer Arranger nor any Lender shall have any fiduciary responsibilities to the BorrowerBorrower or any Credit Party arising out of this Agreement, the Loan Documents and the financing contemplated hereby. Neither the Administrative Agent, the Arranger, any LC Issuer Arranger nor any Lender undertakes any responsibility to the Borrower or any Credit Party to review or inform the Borrower or any Credit Party of any matter in connection with any phase of the Borrower’s 's or any Credit Party's business or operations. The Borrower agrees and each Credit Party agree that neither the Administrative Agent, the Arranger, any LC Issuer Arranger nor any Lender shall have liability to the Borrower or any Credit Party (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower or any Credit Party in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Loan Documents, or any act, omission or event occurring in connection therewith, unless it is determined in a final non-appealable judgment by a court of competent jurisdiction that such losses resulted from the bad faith, gross negligence or willful misconduct of the party from which recovery is sought. Neither the Administrative Agent, the Arranger, any LC Issuer Arranger nor any Lender nor any of their respective affiliates or any of their directors, officers and employees or agents and advisors shall have any liability with respect to, and the Borrower and each Credit Party hereby waives, releases and agrees not to xxx for, any special, indirect, consequential or punitive damages suffered by the Borrower or any Credit Party in connection with, arising out of, or in any way related to the Loan Documents or the transactions financing contemplated thereby. It is agreed that the Arranger shall, in its capacity as such, have no duties or responsibilities under the Agreement or any other Loan Document. Each Lender acknowledges that it has not relied and will not rely on the Arranger in deciding to enter into the Agreement or any other Loan Document or in taking or not taking any action.

Appears in 1 contract

Samples: Possession Credit Agreement (Ual Corp /De/)

Nonliability of Lenders. The relationship between the Borrower on the one hand and the Lenders, the LC Issuers and the Administrative Agent on the other hand shall be solely that of borrower and lender. Neither the Administrative Agent, the any Arranger, any LC Issuer nor any Lender shall have any fiduciary responsibilities responsibility to the BorrowerBorrower or any Guarantor. Neither the Administrative Agent, the any Arranger, any LC Issuer nor any Lender undertakes any responsibility to the Borrower or any Guarantor to review or inform the Borrower or any Guarantor of any matter in connection with any phase of the Borrower’s or any Guarantor’s business or operations. The Borrower agrees and the Guarantors agree that neither the Administrative Agent, the any Arranger, any LC Issuer nor any Lender shall have liability to the Borrower or any Guarantor (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower or any Guarantor in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Loan Documents, or any act, omission or event occurring in connection therewith, unless it is determined in a final non-appealable judgment by a court of competent jurisdiction that such losses resulted from the gross negligence or willful misconduct of the party from which recovery is sought. Neither the Administrative Agent, the any Arranger, any LC Issuer nor any Lender nor any of their respective affiliates or any of their directors, officers and employees or agents and advisors shall have any liability with respect to, and the Borrower and the Guarantors hereby waiveswaive, releases release and agrees agree not to xxx for, any special, indirect, indirect or consequential or punitive damages suffered by the Borrower or any Guarantor in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby. It is agreed that the Arranger shall, in its capacity as such, have no duties or responsibilities under the Agreement or any other Loan Document. Each Lender acknowledges that it has not relied and will not rely on the Arranger in deciding to enter into the Agreement or any other Loan Document or in taking or not taking any action.

Appears in 1 contract

Samples: Credit Agreement (Vectren Corp)

Nonliability of Lenders. The relationship between the Borrower on the one hand and the Lenders, the LC Issuers and the Administrative Agent on the other hand shall be solely that of borrower and lender. Neither the Administrative Agent, the Arranger, any LC Issuer nor any Lender shall have any fiduciary responsibilities to the BorrowerBorrower under the Loan Documents. Neither the Administrative Agent, the Arranger, any LC Issuer 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. The Borrower agrees that neither the Administrative Agent, the Arranger, any LC Issuer nor any Lender shall have liability to the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Loan Documents, or any act, omission or event occurring in connection therewith, unless it is determined in a final non-appealable judgment by a court of competent jurisdiction that such losses resulted from (a) the gross negligence or negligence, bad faith, willful misconduct or (b) material breach of the Loan Documents (as determined pursuant to a claim asserted by the Borrower, whether as a claim, counterclaim or otherwise) of or by the party from which recovery is soughtsought or (c) a dispute among the Lenders not arising from an act or omission of the Borrower or any of its Affiliates (other than a dispute involving a claim against a Lender for its acts or omissions in its capacity as an arranger, bookrunner, agent or similar role in respect of the credit facilities evidenced by this Agreement, except, with respect to this clause (c), to the extent such acts or omissions are determined by a court of competent jurisdiction by final and non-appealable judgment to have constituted the willful misconduct, bad faith or gross negligence of such Lender in such capacity). Neither the Administrative Agent, the Arranger, any LC Issuer nor any Lender nor any of their respective affiliates or any of their directors, officers and employees or agents and advisors shall have any liability with respect to, and the Borrower hereby waives, releases and agrees not to xxx for, any special, indirect, consequential or punitive damages suffered by the Borrower in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby; provided that nothing contained in this sentence shall limit or otherwise relieve the Borrower’s indemnity obligations under Section 9.5(b). It is agreed that the Arranger shall, in its capacity as such, have no duties or responsibilities under the Agreement or any other Loan Document. Each Lender acknowledges that it has not relied and will not rely on the Arranger in deciding to enter into the Agreement or any other Loan Document or in taking or not taking any action.

Appears in 1 contract

Samples: Credit Agreement (Mgic Investment Corp)

Nonliability of Lenders. The relationship between the Borrower on the one hand and the Lenders, the LC Issuers Issuer and the Administrative Agent on the other hand shall be solely that of the borrower and lender. Neither the Administrative Agent, the any Arranger, any LC Issuer nor any Lender shall have any fiduciary responsibilities to the Borrower. Neither the Administrative Agent, the any Arranger, any LC Issuer 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. The Borrower agrees that neither the Administrative Agent, the any Arranger, any LC Issuer nor any Lender shall have liability to the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Loan Documents, or any act, omission or event occurring in connection therewith, unless it is determined in a final non-appealable judgment by a court of competent jurisdiction that such losses resulted from the gross negligence or willful misconduct of the party from which recovery is sought. Neither the Administrative Agent, the any Arranger, any LC Issuer nor any Lender nor any of their respective affiliates or any of their directors, officers and employees or agents and advisors shall have any liability with respect to, and the Borrower hereby waives, releases and agrees not to xxx for, any special, indirect, consequential or punitive damages suffered by the Borrower in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby. It is agreed that the Arranger Arrangers shall, in its their capacity as such, have no duties or responsibilities under the Agreement or any other Loan Document. Each Lender acknowledges that it has not relied and will not rely on the any Arranger in deciding to enter into the Agreement or any other Loan Document or in taking or not taking any action.

Appears in 1 contract

Samples: Credit Agreement (Tri Pointe Homes, Inc.)

Nonliability of Lenders. The relationship between the Borrower on the one hand and the Lenders, the LC Issuers Issuer and the Administrative Agent on the other hand shall be solely that of borrower and lender. Neither the Administrative Agent, the ArrangerArrangers, any the LC Issuer nor any Lender shall have any fiduciary responsibilities to the Borrower. Neither the Administrative Agent, the Arranger, any LC Issuer Arrangers 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. The Borrower agrees that neither the Administrative Agent, the ArrangerArrangers, any the LC Issuer nor any Lender shall have liability to the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Loan Documents, or any act, omission or event occurring in connection therewith, unless it is determined in a final non-appealable judgment by a court of competent jurisdiction that such losses resulted from the gross negligence negligence, bad faith or willful misconduct of, or breach of the Loan Documents by, the party from which recovery is soughtsought or any dispute solely between or among the Administrative Agent, the Arrangers, the LC Issuer and/or any Lender and not involving Holdco, the Borrower, the Sponsors or their respective Affiliates. Neither the Administrative Agent, the ArrangerArrangers, any the LC Issuer nor any Lender nor any of their respective affiliates or any of their directors, officers and employees or agents and advisors shall have any liability with respect to, and the Borrower hereby waives, releases and agrees not to xxx for, any special, indirect, consequential or punitive damages suffered by the Borrower in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby. It is agreed that the Arranger shall, in its capacity as such, have no duties or responsibilities under the Agreement or any other Loan Document. Each Lender acknowledges that it has not relied and will not rely on the Arranger in deciding to enter into the Agreement or any other Loan Document or in taking or not taking any action.

Appears in 1 contract

Samples: Credit Agreement (Moneygram International Inc)

Nonliability of Lenders. The relationship between the Borrower on the one hand and the Lenders, the LC Issuers Issuer and the Administrative Agent on the other hand shall be solely that of borrower and lender. Neither the Administrative Agent, the ArrangerArrangers, any the LC Issuer nor any Lender shall have any fiduciary responsibilities to the Borrower. Neither the Administrative Agent, the Arranger, any LC Issuer Arrangers 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. The Borrower agrees that neither the Administrative Agent, the ArrangerArrangers, any the LC Issuer nor any Lender shall have liability to the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Loan Documents, or any act, omission or event occurring in connection therewith, unless it is determined in a final non-appealable judgment by a court of competent 106 jurisdiction that such losses resulted from the gross negligence negligence, bad faith or willful misconduct of, or breach of the Loan Documents by, the party from which recovery is soughtsought or any dispute solely between or among the Administrative Agent, the Arrangers, the LC Issuer and/or any Lender and not involving Holdco, the Borrower, the Sponsors or their respective Affiliates. Neither the Administrative Agent, the ArrangerArrangers, any the LC Issuer nor any Lender nor any of their respective affiliates or any of their directors, officers and employees or agents and advisors shall have any liability with respect to, and the Borrower hereby waives, releases and agrees not to xxx for, any special, indirect, consequential or punitive damages suffered by the Borrower in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby. It is agreed that the Arranger shall, in its capacity as such, have no duties or responsibilities under the Agreement or any other Loan Document. Each Lender acknowledges that it has not relied and will not rely on the Arranger in deciding to enter into the Agreement or any other Loan Document or in taking or not taking any action.

Appears in 1 contract

Samples: Credit Agreement (Moneygram International Inc)

Nonliability of Lenders. The relationship between the Borrower on the one hand and the Lenders, the LC Issuers and the Administrative Agent on the other hand shall be solely that of borrower and lender. Neither the Administrative Agent, the any Arranger, any LC Issuer nor any Lender 102 shall have any fiduciary responsibilities to the Borrower. Neither the Administrative Agent, the any Arranger, any LC Issuer 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. The Borrower agrees that neither the Administrative Agent, the any Arranger, any LC Issuer nor any Lender shall have liability to the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Loan Documents, or any act, omission or event occurring in connection therewith, unless it is determined in a final non-appealable judgment by a court of competent jurisdiction that such losses resulted from the gross negligence or willful misconduct of the party from which recovery is sought. Neither the Administrative Agent, the any Arranger, any LC Issuer nor Issuer, any Lender nor any of their respective affiliates or any of their directors, officers and employees or agents and advisors Loan Party shall have any liability with respect to, and the Borrower each party hereto hereby waives, releases and agrees not to xxx for, any special, indirect, consequential or punitive damages suffered by the Borrower such party in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby; provided that this sentence shall not limit any indemnification obligations of the Borrower pursuant to Section 9.6(b). It is agreed that the each Arranger shall, in its capacity as such, have no duties or responsibilities under the Agreement or any other Loan Document. Each Lender acknowledges that it has not relied and will not rely on the any Arranger in deciding to enter into the Agreement or any other Loan Document or in taking or not taking any action.

Appears in 1 contract

Samples: Credit Agreement (Extra Space Storage Inc.)

Nonliability of Lenders. The relationship between the Borrower on the one hand and the Lenders, the LC Issuers Is suer and the Administrative Agent on the other hand shall be solely that xxxt of borrower and lender. Neither the Administrative Agent, the Arranger, any the LC Issuer Is suer nor any Lender shall have any fiduciary responsibilities to the Borrowerthx Xxrrower. Neither the Administrative Agent, the Arranger, any the LC Issuer Is suer nor any Lender undertakes any responsibility to the Borrower to review tx xxview or inform the Borrower of any matter in connection with any phase of the Borrower’s 's business or operations. The Borrower agrees that neither the Administrative Agent, the Arranger, any the LC Issuer nor any Lender shall have liability to the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Loan Documents, or any act, omission or event occurring in connection therewith, unless it is determined in a final non-appealable judgment by a court of competent jurisdiction that such losses resulted from the gross negligence or willful misconduct of the party from which recovery is sought. Neither the Administrative Agent, the Arranger, any the LC Issuer Is suer nor any Lender nor any of their respective affiliates or any of their directors, officers and employees or agents and advisors shall have any liability to the Borrower with respect rxxxxct to, and the Borrower hereby waives, releases and agrees not to xxx sue for, any special, indirect, consequential or punitive damages suffered sxxxered by the Borrower in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby. It is agreed that the Arranger shall, in its capacity as such, have no duties or responsibilities under the Agreement or any other Loan Document. Each Lender acknowledges that it has not relied and will not rely on the Arranger in deciding to enter into the Agreement or any other Loan Document or in taking or not taking any action.

Appears in 1 contract

Samples: Credit Agreement (Chemed Corp)

Nonliability of Lenders. The relationship between the Borrower Borrowers on the one hand and the Lenders, the LC Issuers Issuer and the Administrative Agent on the other hand shall be solely that of borrower and lender. Neither the Administrative Agent, the Arranger, any the LC Issuer nor any Lender shall have any fiduciary responsibilities to the any Borrower. Neither the Administrative Agent, the Arranger, any the LC Issuer nor any Lender undertakes any responsibility to the any Borrower to review or inform the any Borrower of any matter in connection with any phase of the any Borrower’s business or operations. The Each Borrower agrees that neither the Administrative Agent, the Arranger, any the LC Issuer nor any Lender shall have liability to the any Borrower (whether sounding in tort, contract or otherwise) for losses suffered by the such Borrower in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Loan Documents, or any act, omission or event occurring in connection therewith, unless it is determined in a final non-appealable judgment by a court of competent jurisdiction that such losses resulted from the gross negligence or willful misconduct of by the party from which recovery is sought. Neither the Administrative Agent, the Arranger, any LC Issuer nor any Lender nor any sought or breach by such party of their respective affiliates this Agreement or any of their directors, officers and employees or agents and advisors other Loan Document. No party to this Agreement shall have any liability to any other party to this Agreement with respect to, and the Borrower each party to this Agreement hereby waives, releases and agrees not to xxx for, any special, indirect, consequential or punitive damages suffered by the Borrower any party in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby. It is agreed that the neither Arranger shall, in its capacity as such, have no duties or responsibilities under the Agreement or any other Loan Document. Each Lender acknowledges that it has not relied and will not rely on the Arranger in deciding to enter into the Agreement or any other Loan Document or in taking or not taking any action.

Appears in 1 contract

Samples: Credit Agreement (Inventure Foods, Inc.)

Nonliability of Lenders. The relationship between the Borrower on the one hand Borrowers and the Lenders, the LC Issuers Lenders and the Administrative Agent on the other hand shall be solely that of borrower and lender. Neither the Administrative Agent, the Arranger, any LC Issuer Agent nor any Lender shall have any fiduciary responsibilities to the BorrowerBorrowers. Neither the Administrative Agent, the Arranger, any LC Issuer Agent nor any Lender undertakes any responsibility to the Borrower Borrowers to review or inform the Borrower Borrowers of any matter in connection with any phase of the Borrower’s Borrowers' business or operations. Each of the Borrowers shall rely entirely upon its own judgment with respect to its business, and any review, inspection, or supervision of, or information supplied to the Borrowers by the Agent or the Lenders is for the protection of the Agent and the Lenders and neither the Borrowers nor any other Person is entitled to rely thereon. The Borrower agrees Borrowers (a) agree that neither the Administrative Agent, the Arranger, any LC Issuer Agent nor any Lender shall have liability to the Borrower Borrowers (whether sounding in tort, contract contract, or otherwise) for losses suffered by the Borrower Borrowers in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Loan Documents, or any act, omission omission, or event occurring in connection therewith, unless it is determined in a final non-appealable judgment by a judgment of a court of competent jurisdiction that is binding on the Agent, or such Lender, final and not subject to review on appeal, that such losses resulted from were the result of acts or omissions on the part of the Agent or such Lender, as the case may be, constituting gross negligence or willful misconduct of the party from which recovery is sought. Neither Whether or not such damages are related to a claim that is subject to the Administrative Agentwaiver effected above and whether or not such waiver is effective, neither the Arranger, any LC Issuer Agent nor any Lender nor any of their respective affiliates or any of their directors, officers and employees or agents and advisors shall have any liability with respect to, and the Borrower Borrowers hereby waiveswaive, releases release, and agrees agree not to xxx forsue xxx, any special, indirect, indirect or consequential or punitive damages suffered by the Borrower Borrowers in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby. It is agreed that thereby or the Arranger shallrelationship established by the Loan Documents, in its capacity as such, have no duties or responsibilities under the Agreement or any other Loan Document. Each Lender acknowledges that it has not relied and will not rely on the Arranger act, omission, or event occurring in deciding to enter into the Agreement or any other Loan Document or in taking or not taking any actionconnection therewith.

Appears in 1 contract

Samples: Assignment Agreement (Cooper Cameron Corp)

Nonliability of Lenders. The relationship between the Borrower on the one hand and the Lenders, the LC Issuers Issuer and the Administrative Agent on the other hand shall be solely that of borrower and lender. Neither the Administrative Agent, the either Arranger, any the LC Issuer nor any Lender shall have any fiduciary responsibilities to the Borrower. Neither the Administrative Agent, the either Arranger, any the LC Issuer 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. The Borrower agrees that neither the Administrative Agent, the either Arranger, any the LC Issuer nor any Lender shall have liability to the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Loan Documents, or any act, omission or event occurring in connection therewith, unless it is determined in a final non-appealable judgment by a court of competent jurisdiction that such losses resulted from the gross negligence or willful misconduct of the party from which recovery is sought. Neither the Administrative Agent, the either Arranger, any the LC Issuer nor any Lender nor any of their respective affiliates or any of their directors, officers and employees or agents and advisors shall have any liability with respect to, and the Borrower hereby waives, releases and agrees not to xxx for, any special, indirect, consequential or punitive damages suffered by the Borrower in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby. It is agreed that the Arranger shall, in its capacity as such, have no duties or responsibilities under the Agreement or any other Loan Document. Each Lender acknowledges that it has not relied and will not rely on the Arranger in deciding to enter into the Agreement or any other Loan Document or in taking or not taking any action.

Appears in 1 contract

Samples: Credit Agreement (Maytag Corp)

Nonliability of Lenders. The relationship between the Borrower on the one hand and the Lenders, the LC Issuers Issuer and the Administrative Agent on the other hand shall be solely that of the borrower and lender. Neither the Administrative Agent, the any Arranger, any LC Issuer nor any Lender shall have any fiduciary responsibilities to the Borrower. Neither the Administrative Agent, the any Arranger, any LC Issuer 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. The Borrower agrees that neither the Administrative Agent, the any Arranger, any LC Issuer nor any Lender shall have liability to the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Loan Documents, or any act, omission or event occurring in connection therewith, unless it is determined in a final non-appealable judgment by a court of competent jurisdiction that such losses resulted from the gross negligence or willful misconduct of the party from which recovery is sought. Neither the Administrative Agent, the any Arranger, any LC Issuer nor any Lender nor any of their respective affiliates or any of their directors, officers and employees or agents and advisors shall have any liability with respect to, and the Borrower hereby waives, releases and agrees not to xxx sue for, any special, indirect, consequential or punitive damages suffered by the Borrower in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby. It is agreed that the Arranger Arrangers shall, in its their capacity as such, have no duties or responsibilities under the Agreement or any other Loan Document. Each Lender acknowledges that it has not relied and will not rely on the any Arranger in deciding to enter into the Agreement or any other Loan Document or in taking or not taking any action.

Appears in 1 contract

Samples: Credit Agreement (Tri Pointe Homes, Inc.)

Nonliability of Lenders. The relationship between the Borrower on the one hand and the Lenders, the LC Issuers Issuer and the Administrative Agent on the other hand shall be solely that of borrower and lender. Neither the Administrative Agent, the Arranger, any the LC Issuer nor any Lender shall have any fiduciary responsibilities to the Borrower. Neither the Administrative Agent, the Arranger, any the LC Issuer 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. The Borrower agrees that neither the Administrative Agent, the Arranger, any the LC Issuer nor any Lender shall have liability to the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Loan Documents, or any act, omission or event occurring in connection therewith, unless it is determined in a final non-appealable judgment by a court of competent jurisdiction that such losses resulted from the gross negligence negligence, bad faith or willful misconduct of the party from which recovery is sought. Neither the Administrative Agent, the Arranger, any the LC Issuer nor any Lender nor any of their respective affiliates or any of their directors, officers and employees or agents and advisors shall have any liability with respect to, and the Borrower hereby waives, releases and agrees not to xxx sue for, any lost profits or special, indirect, consequential or punitive damages suffered by the Borrower in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby. It is agreed that the Arranger shall, in its capacity as such, have no duties or responsibilities under the Agreement or any other Loan Document. Each Lender acknowledges that it has not relied and will not rely on the Arranger in deciding to enter into the Agreement or any other Loan Document or in taking or not taking any action.

Appears in 1 contract

Samples: Credit Agreement (Universal Electronics Inc)

Nonliability of Lenders. The relationship between the Borrower on the one hand and the Lenders, the LC Issuers Issuer and the Administrative Agent on the other hand shall be solely that of borrower and lender. Neither the Administrative Agent, the ArrangerJoint Lead Arrangers, any LC Issuer nor any Lender shall have any fiduciary responsibilities to the Borrower. Neither the Administrative Agent, the ArrangerJoint Lead Arrangers, any LC Issuer 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. The Borrower agrees that neither the Administrative Agent, the ArrangerJoint Lead Arrangers, any LC Issuer nor any Lender shall have liability to the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Loan Documents, or any act, omission or event occurring in connection therewith, unless it is determined in a final non-appealable judgment by a court of competent jurisdiction that such losses resulted from the gross negligence or willful misconduct of the party from which recovery is sought. Neither the Administrative Agent, the Arranger, any LC Issuer nor any Lender nor any of their respective affiliates or any of their directors, officers and employees or agents and advisors No party hereto shall have any liability with respect to, and the Borrower hereby each party waives, releases and agrees not to xxx for, any special, indirect, consequential or punitive damages suffered by the Borrower any other party in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby. It is agreed that the Arranger Joint Lead Arrangers shall, in its capacity as such, have no duties or responsibilities under the Agreement or any other Loan Document. Each Lender acknowledges that it has not relied and will not rely on the Arranger Joint Lead Arrangers in deciding to enter into the Agreement or any other Loan Document or in taking or not taking any action.

Appears in 1 contract

Samples: Credit Agreement (Henry Jack & Associates Inc)

Nonliability of Lenders. The relationship between the Borrower on the one hand and the Lenders, the LC Issuers and the Administrative Agent on the other hand shall be solely that of borrower and lender. Neither the Administrative AgentAgent (except to the limited extent as provided by Section 12.3.4 relating to maintaining the Register), the ArrangerArrangers, any the LC Issuer Issuers nor any Lender shall have any fiduciary responsibilities to the BorrowerBorrower or any other Loan Party or any of their respective Affiliates or any other Person. Neither the Administrative Agent, the Arranger, No Lender or any LC Issuer nor of its Affiliates has any Lender undertakes any responsibility obligation to the Borrower or any of its Affiliates with respect to review or inform the Borrower transactions contemplated hereby except, in the case of any matter a Lender, those obligations expressly set forth herein and in the other Loan Documents. In connection with all aspects of each transaction contemplated hereby (including in connection with any phase amendment, waiver or other modification hereof or of the Borrower’s business or operations. The Borrower agrees that neither the Administrative Agent, the Arranger, any LC Issuer nor any Lender shall have liability to the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Loan Documents, or any act, omission or event occurring in connection therewith, unless it is determined in a final non-appealable judgment by a court of competent jurisdiction that such losses resulted from the gross negligence or willful misconduct of the party from which recovery is sought. Neither the Administrative Agent, the Arranger, any LC Issuer nor any Lender nor any of their respective affiliates or any of their directors, officers and employees or agents and advisors shall have any liability with respect to, and the Borrower hereby waives, releases and agrees not to xxx for, any special, indirect, consequential or punitive damages suffered by the Borrower in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby. It is agreed that the Arranger shall, in its capacity as such, have no duties or responsibilities under the Agreement or any other Loan Document. Each Lender ), the Borrower acknowledges that and agrees that: (i) (A) the arranging and other services regarding this Agreement provided by the Lenders are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Lenders and their Affiliates, on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) each of the Lenders and their Affiliates is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not relied been, is not, and will not rely on be acting as an advisor, agent or fiduciary for the Arranger in deciding to enter into the Agreement Borrower or any of its Affiliates, or any other Person and (B) no Lender or any of its Affiliates has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except, in the case of a Lender, those obligations expressly set forth herein and in the other Loan Document Documents; and (iii) each of the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and no Lender or any of its Affiliates has any obligation to disclose any of such interests to the Borrower or its Affiliates. To the fullest extent permitted by law, the Borrower hereby waives and releases any claims that it may have against each of the Lenders and their Affiliates with respect to any breach or alleged breach of agency or fiduciary duty in taking or not taking connection with any actionaspect of any transaction contemplated hereby.

Appears in 1 contract

Samples: Credit Agreement (United Stationers Inc)

Nonliability of Lenders. The relationship between the Borrower on the one hand and the Lenders, the LC Issuers Issuer and the Administrative Agent on the other hand shall be solely that of the borrower and lender. Neither the Administrative Agent, the Arranger, any LC Issuer nor any Lender shall have any fiduciary responsibilities to the Borrower. Neither the Administrative Agent, the Arranger, any LC Issuer 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. The Borrower agrees that neither the Administrative Agent, the Arranger, any LC Issuer nor any Lender shall have liability to the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Loan Documents, or any act, omission or event occurring in connection therewith, unless it is determined in a final non-appealable judgment by a court of competent jurisdiction that such losses resulted from the gross negligence or willful misconduct of the party from which recovery is sought. Neither the Administrative Agent, the Arranger, any LC Issuer nor any Lender nor any of their respective affiliates or any of their directors, officers and employees or agents and advisors shall have any liability with respect to, and the Borrower hereby waives, releases and agrees not to xxx sxx for, any special, indirect, consequential or punitive damages suffered by the Borrower in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby. It is agreed that the Arranger shall, in its capacity as such, have no duties or responsibilities under the Agreement or any other Loan Document. Each Lender acknowledges that it has not relied and will not rely on the Arranger in deciding to enter into the Agreement or any other Loan Document or in taking or not taking any action.

Appears in 1 contract

Samples: Credit Agreement (New Home Co Inc.)

Nonliability of Lenders. The relationship between the Borrower on the one hand and the Lenders, the LC Issuers and the Administrative Agent on the other hand shall be solely that of borrower and lender. Neither the Administrative Agent, the any Arranger, any LC Issuer nor any Lender shall have any fiduciary responsibilities to the Borrower. Neither the Administrative Agent, the any Arranger, any LC Issuer 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. The Borrower agrees that neither the Administrative Agent, the any Arranger, any LC Issuer nor any Lender shall have liability to the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Loan Documents, or any act, omission or event occurring in connection therewith, unless it is determined in a final non-appealable judgment by a court of competent jurisdiction that such losses resulted from the gross negligence or willful misconduct of the party from which recovery is sought. Neither the Administrative Agent, the any Arranger, any LC Issuer nor Issuer, any Lender nor any of their respective affiliates or any of their directors, officers and employees or agents and advisors Loan Party shall have any liability with respect to, and the Borrower each party hereto hereby waives, releases and agrees not to xxx for, any special, indirect, consequential or punitive damages suffered by the Borrower such party in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby; provided that this sentence shall not limit any indemnification obligations of the Borrower pursuant to Section 9.6(b). It is agreed that the each Arranger shall, in its capacity as such, have no duties or responsibilities under the Agreement or any other Loan Document. Each Lender acknowledges that it has not relied and will not rely on the any Arranger in deciding to enter into the Agreement or any other Loan Document or in taking or not taking any action.

Appears in 1 contract

Samples: Credit Agreement (Extra Space Storage Inc.)

Nonliability of Lenders. The relationship between the Borrower on the one hand and the Lenders, the LC Issuers Agent and the Administrative Syndication Agent on the other hand shall be solely that of borrower and lender. Neither the Administrative Agent, the Arranger, any the LC Issuer Issuer, the Syndication Agent nor any Lender shall have any fiduciary responsibilities to the Borrower. Neither the Administrative Agent, the Arranger, any the LC Issuer Issuer, the Syndication Agent 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 's business or operations. The Borrower agrees that neither the Administrative Agent, the Arranger, any the LC Issuer Issuer, the Syndication Agent nor any Lender shall have liability to the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Loan Documents, or any act, omission or event occurring in connection therewith, unless it is determined in a final non-appealable judgment by a court of competent jurisdiction that such losses resulted from the gross negligence or willful misconduct of the party from which recovery is sought. Neither the Administrative Agent, the Arranger, any the LC Issuer Issuer, the Syndication Agent nor any Lender nor any of their respective affiliates or any of their directors, officers and employees or agents and advisors shall have any liability with respect to, and the Borrower hereby waives, releases and agrees not to xxx sxx for, any special, indirect, consequential or punitive damages suffered by the Borrower in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby. It is agreed that the Arranger shall, in its capacity as such, have no duties or responsibilities under the Agreement or any other Loan Document. Each Lender acknowledges that it has not relied and will not rely on the Arranger in deciding to enter into the Agreement or any other Loan Document or in taking or not taking any action9.11.

Appears in 1 contract

Samples: Credit Agreement (Seitel Inc)

Nonliability of Lenders. The relationship between the Borrower on the one hand and the Lenders, the LC Issuers Issuer and the Administrative Agent on the other hand shall be solely that of borrower and lender. Neither the Administrative Agent, the any Arranger, any the LC Issuer nor any Lender shall have any fiduciary responsibilities to the Borrower. Neither the Administrative Agent, the any Arranger, any the LC Issuer 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. The Borrower agrees that neither the Administrative Agent, the any Arranger, any the LC Issuer nor any Lender shall have liability to the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Loan Documents, or any act, omission or event occurring in connection therewith, unless it is determined in a final non-appealable judgment by a court of competent jurisdiction that such losses resulted from the gross negligence or willful misconduct of the party from which recovery is sought. Neither the Administrative Agent, the Arranger, any LC Issuer nor any Lender nor any of their respective affiliates or any of their directors, officers and employees or agents and advisors No party hereto shall have any liability with respect to, and the Borrower hereby each party waives, releases and agrees not to xxx sxx for, any lost profits or special, indirect, consequential or punitive damages suffered by the Borrower any other party in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby; provided that nothing contained in this sentence shall limit or otherwise relieve the Borrower’s indemnity obligations under Section 9.6(b). It is agreed that the no Arranger shall, in its capacity as such, have no any duties or responsibilities under the Agreement or any other Loan Document. Each Lender acknowledges that it has not relied and will not rely on the any Arranger in deciding to enter into the Agreement or any other Loan Document or in taking or not taking any action.

Appears in 1 contract

Samples: Credit Agreement (Henry Jack & Associates Inc)

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