Role of L/C Issuer. Each Lender and the Borrowers agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any L/C Issuer, any Agent-Related Person nor any of the respective correspondents, participants or assignees of such L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit Application. The Borrowers hereby assume all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided that this assumption is not intended to, and shall not, preclude the Borrowers from pursuing such rights and remedies as it may have against the beneficiary or transferee at Law or under this Agreement or any other agreement. None of any L/C Issuer, any Agent-Related Person, nor any of the respective correspondents, participants or assignees of such L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (vii) of Section 2.04(e); provided that anything in such clauses to the contrary notwithstanding, the Borrowers may have a claim against any L/C Issuer, and any L/C Issuer may be liable to the Borrowers, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a Borrower which such Borrower proves were caused by such L/C Issuer’s willful misconduct or gross negligence such L/C Issuer’s willful or grossly negligent failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the relevant L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the relevant L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
Appears in 6 contracts
Samples: Credit Agreement (Fidelity National Information Services, Inc.), Credit Agreement (Fidelity National Information Services, Inc.), Credit Agreement (Fidelity National Information Services, Inc.)
Role of L/C Issuer. Each Lender and the Borrowers Borrower agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the L/C Issuer, the Administrative Agent, any Agent-of their respective Related Person Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The Borrowers Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided that this assumption is not intended to, and shall not, preclude the Borrowers from Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under this Agreement or any other agreement. None of any the L/C Issuer, the Administrative Agent, any Agent-of their respective Related Person, Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer, Issuer shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.04(e2.03(e); provided that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against any the L/C Issuer, and any the L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a the Borrower which such the Borrower proves were caused by such the L/C Issuer’s willful misconduct or gross negligence such or the L/C Issuer’s willful or grossly negligent failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the relevant L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the relevant L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
Appears in 5 contracts
Samples: Credit Agreement (Broadcom Corp), Assignment and Assumption (Sheridan Group Inc), Credit Agreement (Broadcom Corp)
Role of L/C Issuer. Each Lender and the Borrowers Borrower agree that, in paying any drawing under a Letter of Credit, the relevant no L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any L/C Issuer, the Agent, any Agent-of their respective Related Person Parties nor any of the respective correspondentscorrespondent, participants participant or assignees assignee of such L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationLOC Documents. The Borrowers Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrowers from Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under this Agreement or any other agreement. None of any L/C Issuer, the Agent, any Agent-of their respective Related Person, Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such any L/C Issuer, Issuer shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.04(e2.9(m); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against any an L/C Issuer, and any such L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a the Borrower which such the Borrower proves were caused by such L/C Issuer’s willful misconduct or gross negligence or such L/C Issuer’s willful or grossly negligent failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the relevant an L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the relevant such L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
Appears in 5 contracts
Samples: Credit Agreement (Integrys Energy Group, Inc.), Five Year Credit Agreement (Integrys Energy Group, Inc.), Five Year Credit Agreement (Integrys Energy Group, Inc.)
Role of L/C Issuer. Each Lender and the Borrowers Borrower agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any L/C Issuer, any Agent-Related Person nor any of the respective correspondents, participants or assignees of such L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit Application. The Borrowers Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided that this assumption is not intended to, and shall not, preclude the Borrowers Borrower from pursuing such rights and remedies as it may have against the beneficiary or transferee at Law or under this Agreement or any other agreement. None of any L/C Issuer, any Agent-Related Person, nor any of the respective correspondents, participants or assignees of such L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (viivi) of Section 2.04(e); provided that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against any L/C Issuer, and any L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to special, indirect, consequential or exemplary, punitive damages suffered by a the Borrower which such the Borrower proves were caused by such L/C Issuer’s willful misconduct or gross negligence or such L/C Issuer’s willful or grossly negligent failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of CreditCredit (as finally determined by a court of competent jurisdiction). In furtherance and not in limitation of the foregoing, the relevant L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the relevant L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
Appears in 5 contracts
Samples: Credit Agreement (Latham Group, Inc.), Credit Agreement (Latham Group, Inc.), Credit Agreement (Latham Group, Inc.)
Role of L/C Issuer. Each Lender and the Borrowers Borrower agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the L/C Issuer, any Agent-Related Person nor any of the respective correspondents, participants or assignees of such the L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit Application. The Borrowers Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrowers Borrower from pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under this Agreement or any other agreement. None of any the L/C Issuer, any Agent-Related Person, nor any of the respective correspondents, participants or assignees of such the L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.04(e2.03(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against any the L/C Issuer, and any the L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a the Borrower which such the Borrower proves were caused by such the L/C Issuer’s willful misconduct or gross negligence such or the L/C Issuer’s willful or grossly negligent failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the relevant L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the relevant L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
Appears in 4 contracts
Samples: Credit Agreement (Griffin-American Healthcare REIT II, Inc.), Credit Agreement (Omega Healthcare Investors Inc), Credit Agreement (Omega Healthcare Investors Inc)
Role of L/C Issuer. Each Lender and the Borrowers Borrower agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the L/C Issuer, the Administrative Agent, any Agent-of their respective Related Person Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The Borrowers Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided that this assumption is not intended to, and shall not, preclude the Borrowers from Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at Law or under this Agreement or any other agreement. None of any the L/C Issuer, the Administrative Agent, any Agent-of their respective Related Person, Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer, Issuer shall be liable or responsible for any of the matters described in clauses (i) through (viiviii) of Section 2.04(e2.03(e); provided that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against any the L/C Issuer, and any the L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a the Borrower which such the Borrower proves were caused by such the L/C Issuer’s willful misconduct or gross negligence such or the L/C Issuer’s willful or grossly negligent failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the relevant L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the relevant L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. The L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication “SWIFT” message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.
Appears in 4 contracts
Samples: Credit Agreement (McGrath Rentcorp), Credit Agreement (McGrath Rentcorp), Credit Agreement (McGrath Rentcorp)
Role of L/C Issuer. Each Lender and the Borrowers each Borrower agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the L/C Issuer, any Agent-Related Person nor any of the respective correspondents, participants or assignees of such the L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit Application. The Borrowers Each Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided that this assumption is not intended to, and shall not, preclude the Borrowers from such Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at Law or under this Agreement or any other agreement. None of any the L/C Issuer, any Agent-Related Person, nor any of the respective correspondents, participants or assignees of such the L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (viivi) of Section 2.04(e2.03(e); provided that anything in such clauses to the contrary notwithstanding, the Borrowers each relevant Borrower may have a claim against any the L/C Issuer, and any the L/C Issuer may be liable to the Borrowerssuch Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a such Borrower which such Borrower proves were caused by such the L/C Issuer’s willful misconduct misconduct, bad faith or gross negligence such or the L/C Issuer’s willful or grossly negligent or bad faith failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the relevant L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the relevant L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
Appears in 4 contracts
Samples: Credit Agreement (Sensata Technologies Holland, B.V.), Credit Agreement (Universal Hospital Services Inc), Credit Agreement (Sensata Technologies Holding N.V.)
Role of L/C Issuer. Each Lender and the Borrowers Borrower agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the L/C Issuer, Administrative Agent, any Agent-of their respective Related Person Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The Borrowers Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrowers from Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under this Agreement or any other agreement. None of any the L/C Issuer, Administrative Agent, any Agent-of their respective Related Person, Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer, Issuer shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.04(e2.03(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against any the L/C Issuer, and any the L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a Borrower which such Borrower proves were caused by such the L/C Issuer’s willful misconduct or gross negligence such or the L/C Issuer’s willful or grossly negligent failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the relevant L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the relevant L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
Appears in 4 contracts
Samples: Credit Agreement (PMC Commercial Trust /Tx), Pledge Agreement (Sunstone Hotel Investors, Inc.), Credit Agreement (PMC Commercial Trust /Tx)
Role of L/C Issuer. Each Lender and the Borrowers Borrower agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the L/C Issuer, any Agent-Related Person nor any of the respective correspondents, participants or assignees of such the L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit Application. The Borrowers Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided that this assumption is not intended to, and shall not, preclude the Borrowers from Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at Law or under this Agreement or any other agreement. None of any the L/C Issuer, any Agent-Related Person, nor any of the respective correspondents, participants or assignees of such the L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (viivi) of Section 2.04(e2.03(e); provided that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against any the L/C Issuer, and any the L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a the Borrower which such the Borrower proves were caused by such the L/C Issuer’s willful misconduct misconduct, bad faith or gross negligence such or the L/C Issuer’s willful or grossly negligent or bad faith failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the relevant L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the relevant L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
Appears in 3 contracts
Samples: Credit Agreement (Universal Hospital Services Inc), Credit Agreement (Sensata Technologies Holding PLC), Credit Agreement (Universal Hospital Services Inc)
Role of L/C Issuer. Each Revolving Lender and the Borrowers Borrower agree that, in paying any drawing under a Letter of Credit, the relevant applicable L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the such Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the applicable L/C Issuer, any Agent-Related Person nor any of the respective correspondents, participants or assignees of such L/C Issuer shall be liable to any Revolving Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required requisite Revolving Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful wilful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit L/C Application. The Borrowers Borrower hereby assume assumes all risks of the acts or of omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided that this assumption is not intended to, and shall not, preclude the Borrowers Borrower from pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under this Agreement or any other agreement. None of any the applicable L/C Issuer, any Agent-Related Person, Person nor any of the respective correspondents, participants or assignees of such L/C Issuer, Issuer shall be liable or responsible for any of the matters described in clauses (i) through (vii) of Section 2.04(e2.4(e); provided that that, notwithstanding anything in such clauses to the contrary notwithstandingcontrary, the Borrowers Borrower may have a claim against any such L/C Issuer, and any such L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, direct (as opposed to indirect, special, punitive, consequential or exemplary, ) damages suffered by a the Borrower which such Borrower proves a court of competent jurisdiction determines in a final nonappealable judgment were caused by such L/C Issuer’s willful gross negligence or wilful misconduct or gross negligence such L/C Issuer’s willful wilful or grossly negligent failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the relevant applicable L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the relevant such L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
Appears in 3 contracts
Samples: Abl Credit Agreement (Mallinckrodt PLC), Abl Credit Agreement (Turning Point Brands, Inc.), Abl Credit Agreement (Mallinckrodt PLC)
Role of L/C Issuer. Each Lender and the Borrowers agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the L/C Issuer, any Agent-Related Person nor any of the respective correspondents, participants or assignees of such the L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit Application. The Borrowers hereby assume all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided that this assumption is not intended to, and shall not, preclude the Borrowers from pursuing such rights and remedies as it may have against the beneficiary or transferee at Law or under this Agreement or any other agreement. None of any the L/C Issuer, any Agent-Related Person, nor any of the respective correspondents, participants or assignees of such the L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (vii) of Section 2.04(e); provided that anything in such clauses to the contrary notwithstanding, the Borrowers may have a claim against any the L/C Issuer, and any the L/C Issuer may be liable to the Borrowers, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a Borrower which such Borrower proves were caused by such the L/C Issuer’s willful misconduct or gross negligence such or the L/C Issuer’s willful or grossly negligent failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the relevant L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the relevant L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
Appears in 3 contracts
Samples: Credit Agreement (Fidelity National Information Services, Inc.), Credit Agreement (Fidelity National Information Services, Inc.), Credit Agreement (Fidelity National Information Services, Inc.)
Role of L/C Issuer. Each Lender and the Borrowers Borrower agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the L/C Issuer, any Agent-Related Person nor any of the respective correspondents, participants or assignees of such the L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit Application. The Borrowers Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided that this assumption is not intended to, and shall not, preclude the Borrowers Borrower from pursuing such rights and remedies as it may have against the beneficiary or transferee at Law or under this Agreement or any other agreement. None of any the L/C Issuer, any Agent-Related Person, nor any of the respective correspondents, participants or assignees of such the L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (viivi) of Section 2.04(e2.03(e); provided that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against any the L/C Issuer, and any the L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a the Borrower which such the Borrower proves were caused by such the L/C Issuer’s willful misconduct or gross negligence such or the L/C Issuer’s willful or grossly negligent failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the relevant L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the relevant L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
Appears in 3 contracts
Samples: Credit Agreement (Lender Processing Services, Inc.), Credit Agreement (Lender Processing Services, Inc.), Credit Agreement (Lender Processing Services, Inc.)
Role of L/C Issuer. Each Lender and the Borrowers Borrower agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the L/C Issuer, Administrative Agent, any Agent-of their respective Related Person Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The Borrowers Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrowers from Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under this Agreement or any other agreement. None of any the L/C Issuer, Administrative Agent, any Agent-of their respective Related Person, Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.04(e2.03(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against any the L/C Issuer, and any the L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a Borrower which such Borrower proves were caused by such the L/C Issuer’s willful misconduct or gross negligence such or the L/C Issuer’s willful or grossly negligent failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the relevant L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the relevant L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
Appears in 3 contracts
Samples: Credit Agreement (Southwest Water Co), Credit Agreement (Energy Partners LTD), Credit Agreement (VOC Brazos Energy Partners, LP)
Role of L/C Issuer. Each Lender and the Borrowers Borrower agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any No L/C Issuer, any no Agent-Related Person nor any and none of the respective correspondents, participants or assignees of such any L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the all Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit Application. The Borrowers Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrowers from Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under this Agreement or any other agreement. None of any No L/C Issuer, any no Agent-Related Person, nor any and none of the respective correspondents, participants or assignees of such any L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.04(e2.03(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against any a L/C Issuer, and any a L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a the Borrower which such the Borrower proves were caused by such L/C Issuer’s willful misconduct or gross negligence or such L/C Issuer’s willful or grossly negligent failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the relevant L/C Issuer Issuers may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the relevant L/C Issuer Issuers shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
Appears in 3 contracts
Samples: Credit Agreement (QEP Midstream Partners, LP), Credit Agreement (QEP Midstream Partners, LP), Credit Agreement (Qep Resources, Inc.)
Role of L/C Issuer. Each Lender and the Borrowers Borrower agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any L/C Issuer, any Agent-Related Person nor any of the respective correspondents, participants or assignees of such L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit Application. The Borrowers Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided that this assumption is not intended to, and shall not, preclude the Borrowers Borrower from pursuing such rights and remedies as it may have against the beneficiary or transferee at Law or under this Agreement or any other agreement. None of any L/C Issuer, any Agent-Related Person, nor any of the respective correspondents, participants or assignees of such L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (viivi) of Section 2.04(e); provided that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against any L/C Issuer, and any L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to special, indirect, consequential or exemplary, punitive damages suffered by a the Borrower which such the Borrower proves were caused by such L/C Issuer’s willful misconduct or gross negligence or such L/C Issuer’s willful or grossly negligent failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of CreditCredit (as finally determined by a court of competent jurisdiction). In furtherance and not in limitation of the foregoing, the relevant L/C Issuer may accept documents that appear on their face to be in order, order without responsibility for further investigation, regardless of any notice or information to the contrary, and the relevant L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
Appears in 3 contracts
Samples: Credit Agreement (Dun & Bradstreet Holdings, Inc.), Credit Agreement (Dun & Bradstreet Holdings, Inc.), Credit Agreement (Dun & Bradstreet Holdings, Inc.)
Role of L/C Issuer. Each Lender and the Borrowers Borrower agree that, in paying any drawing under a Letter of Credit, the relevant no L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the L/C IssuerIssuers, the Administrative Agent, any Agent-of their respective Related Person Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such any L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The Borrowers Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrowers from Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under this Agreement or any other agreement. None of the L/C Issuers, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any L/C Issuer, any Agent-Related Person, nor any of the respective correspondents, participants or assignees of such L/C Issuer, Issuer shall be liable or responsible for any of the matters described in clauses (i) through (viivi) of Section 2.04(e2.03(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against any the applicable L/C Issuer, and any the applicable L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a the Borrower which such the Borrower proves were caused by such the L/C Issuer’s willful misconduct or gross negligence such or the L/C Issuer’s willful or grossly negligent failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the relevant each L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the relevant no L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
Appears in 3 contracts
Samples: Credit Agreement (Babcock & Wilcox Co), Credit Agreement (McDermott International Inc), Credit Agreement (Babcock & Wilcox Co)
Role of L/C Issuer. Each Revolving Credit Lender and the Borrowers Borrower agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any L/C Issuer, Administrative Agent, any Agent-of their respective Related Person Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer shall be liable to any Revolving Credit Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Revolving Credit Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The Borrowers Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrowers from Xxxxxxxx’s pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under this Agreement or any other agreement. None of any L/C Issuer, Administrative Agent, any Agent-of their respective Related Person, Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer, Issuer shall be liable or responsible for any of the matters described in clauses (i) through (viiviii) of Section 2.04(e2.3(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against any L/C Issuer, and any L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a Borrower which such Borrower proves were caused by such L/C Issuer’s willful misconduct or gross negligence such or L/C Issuer’s willful or grossly negligent failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the relevant L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the relevant L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.
Appears in 3 contracts
Samples: Credit Agreement (Bgsf, Inc.), Credit Agreement (Bgsf, Inc.), Credit Agreement (Bgsf, Inc.)
Role of L/C Issuer. Each Lender and the Borrowers Borrower agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the L/C Issuer, any Agent-Related Person nor any of the respective correspondents, participants or assignees of such the L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; , (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; misconduct or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit Application. The Borrowers Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrowers from Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under this Agreement or any other agreement. None of any the L/C Issuer, any Agent-Related Person, nor any of the respective correspondents, participants or assignees of such the L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.04(e); provided 2.2(e) provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against any the L/C Issuer, and any the L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a the Borrower which such the Borrower proves were caused by such the L/C Issuer’s willful misconduct or gross negligence such or the L/C Issuer’s willful or grossly negligent failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the relevant L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, investigation and the relevant L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
Appears in 3 contracts
Samples: Credit Agreement (Texas New Mexico Power Co), Credit Agreement (Texas New Mexico Power Co), Credit Agreement (PNM Resources Inc)
Role of L/C Issuer. Each Lender and the Borrowers Borrower agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents certificate or document expressly required by the such Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the L/C Issuer, the Agent, any Agent-of their respective Related Person Parties nor any of the respective correspondents, participants or assignees of such the L/C Issuer shall be liable to any Lender for for: (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The Borrowers Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided that this assumption is not intended to, and shall not, preclude the Borrowers from Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under this Agreement or any other agreement. None of any the L/C Issuer, the Agent, any Agent-of their respective Related Person, Parties nor any of the respective correspondents, participants or assignees of such the L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (viiix) of Section 2.04(e)3.5; provided that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against any the L/C Issuer, and any the L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a the Borrower which such the Borrower proves were caused by such the L/C Issuer’s willful misconduct or gross negligence such or the L/C Issuer’s willful or grossly negligent failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a such Letter of Credit. In furtherance and not in limitation of the foregoing, the relevant L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the relevant L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. The L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.
Appears in 3 contracts
Samples: Credit Agreement (Williams Sonoma Inc), Credit Agreement (Williams Sonoma Inc), Credit Agreement (Williams Sonoma Inc)
Role of L/C Issuer. Each Lender and the Co-Borrowers agree that, in paying any drawing under a Letter of Credit, the relevant applicable L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the L/C IssuerIssuers, the Administrative Agent, any Agent-of their respective Related Person Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such any L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The Co-Borrowers hereby assume all risks of the acts or omissions of any beneficiary or transferee with respect to its their use of any Letter of Credit; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrowers from Co-Borrowers’ pursuing such rights and remedies as it they may have against the beneficiary or transferee at Law law or under this Agreement or any other agreement. None of the L/C Issuers, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any L/C Issuer, any Agent-Related Person, nor any of the respective correspondents, participants or assignees of such L/C Issuer, Issuer shall be liable or responsible for any of the matters described in clauses (i) through (vii) of Section 2.04(e2.03(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Co-Borrowers may have a claim against any an L/C Issuer, and any an L/C Issuer may be liable to the Co-Borrowers, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a Borrower the Co-Borrowers which such Borrower proves the Co-Borrowers prove were caused by such L/C Issuer’s willful misconduct misconduct, bad faith or gross negligence or such L/C Issuer’s willful or grossly negligent failure to pay under any Letter of Credit issued by it after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a such Letter of Credit. In furtherance and not in limitation of the foregoing, the relevant L/C Issuer Issuers may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the relevant L/C Issuer Issuers shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
Appears in 2 contracts
Samples: Credit Agreement (Premier, Inc.), Credit Agreement (Premier, Inc.)
Role of L/C Issuer. Each Lender and the Borrowers Borrower agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the L/C Issuer, the Administrative Agent, any Agent-of their respective Related Person Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The Borrowers Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided that this assumption is not intended to, and shall not, preclude the Borrowers from Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under this Agreement or any other agreement. None of any the L/C Issuer, the Administrative Agent, any Agent-of their respective Related Person, Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer, Issuer shall be liable or responsible for any of the matters described in clauses (i) through (viivi) of Section 2.04(e2.03(e); provided that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against any the L/C Issuer, and any the L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a the Borrower which such the Borrower proves were caused by such the L/C Issuer’s willful misconduct or gross negligence such or the L/C Issuer’s willful or grossly negligent failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the relevant L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the relevant L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
Appears in 2 contracts
Samples: Credit Agreement (Intersil Corp/De), Credit Agreement (Intersil Corp/De)
Role of L/C Issuer. Each Lender and the Borrowers Xxxxxxxxx agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the L/C Issuer, the Administrative Agent, any Agent-of their respective Related Person Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The Borrowers Xxxxxxxxx hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrowers from Xxxxxxxxx’x pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under this Agreement or any other agreement. None of any the L/C Issuer, the Administrative Agent, any Agent-of their respective Related Person, Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer, Issuer shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.04(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers Xxxxxxxxx may have a claim against any the L/C Issuer, and any the L/C Issuer may be liable to the BorrowersXxxxxxxxx, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a Borrower Xxxxxxxxx which such Borrower Xxxxxxxxx proves were caused by such the L/C Issuer’s willful misconduct or gross negligence such or the L/C Issuer’s willful or grossly negligent failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the relevant L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the relevant L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
Appears in 2 contracts
Samples: Credit Agreement (Carpenter Technology Corp), Credit Agreement (Carpenter Technology Corp)
Role of L/C Issuer. Each Lender and the Borrowers each Borrower agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the L/C Issuer, the Administrative Agent, any Agent-of their respective Related Person Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith therewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The Borrowers hereby assume all risks of the acts or omissions of any beneficiary or transferee with respect to its their use of any Letter of Credit; provided that this assumption is not intended to, and shall not, preclude the Borrowers from Borrowers’ pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under this Agreement or any other agreement. None of any the L/C Issuer, the Administrative Agent, any Agent-of their respective Related Person, Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer, Issuer shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.04(e2.03(e); provided that anything in such clauses to the contrary notwithstanding, the Borrowers may have a claim against any the L/C Issuer, and any the L/C Issuer may be liable to the Borrowers, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a Borrower the Borrowers which such Borrower proves the Borrowers prove were caused by such the L/C Issuer’s willful misconduct or gross negligence such or the L/C Issuer’s willful or grossly negligent failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the relevant L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the relevant L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
Appears in 2 contracts
Samples: Credit Agreement (Wiley John & Sons, Inc.), Credit Agreement (Wiley John & Sons, Inc.)
Role of L/C Issuer. Each Lender and the Borrowers Borrower agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the L/C Issuer, any Agent-Related Person nor any of the respective correspondents, participants or assignees of such the L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit L/C Application. The Borrowers Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrowers from Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under this Agreement or any other agreement. None of any the L/C Issuer, any Agent-Related Person, nor any of the respective correspondents, participants or assignees of such the L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.04(e2.3(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against any the L/C Issuer, and any the L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a Borrower which such Borrower proves were caused by such the L/C Issuer’s willful misconduct or gross negligence such or the L/C Issuer’s willful or grossly negligent failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the relevant L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the relevant L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
Appears in 2 contracts
Samples: Credit Agreement (Quidel Corp /De/), Credit Agreement (Quidel Corp /De/)
Role of L/C Issuer. Each Lender and the Borrowers Borrower agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the L/C Issuer, Agent, any Agent-of their respective Related Person Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The Borrowers Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrowers from Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under this Agreement or any other agreement. None of any the L/C Issuer, Agent, any Agent-of their respective Related Person, Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.04(e2.03(e); provided provided, however, that anything in such clauses or this Section 2.03(f) to the contrary notwithstanding, the Borrowers Borrower may have a claim against any the L/C Issuer, and any the L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a Borrower which such Borrower proves were caused by such the L/C Issuer’s willful misconduct or gross negligence such or the L/C Issuer’s willful or grossly negligent failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the relevant L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the relevant L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
Appears in 2 contracts
Samples: Credit Agreement (Fresh Market, Inc.), Credit Agreement (Fresh Market, Inc.)
Role of L/C Issuer. Each Lender and the Borrowers each Borrower agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the L/C Issuer, the Agent, any Agent-of their respective Related Person Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The Borrowers hereby assume all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrowers from a Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under this Agreement or any other agreement. None of any the L/C Issuer, the Agent, any Agent-of their respective Related Person, Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer, Issuer shall be liable or responsible for any of the matters described in clauses (i) through (viiviii) of Section 2.04(e2.03(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers a Borrower may have a claim against any the L/C Issuer, and any the L/C Issuer may be liable to the Borrowerssuch Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a such Borrower which such Borrower proves were caused by such the L/C Issuer’s willful misconduct or gross negligence such or the L/C Issuer’s willful or grossly negligent failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the relevant L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the relevant L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. The L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary. The L/C Issuer shall provide to the Agent a list of outstanding Letters of Credit (together with type, amounts and denominated currency) issued by it on a monthly basis.
Appears in 2 contracts
Samples: Credit Agreement (Alexander & Baldwin, Inc.), Credit Agreement (Alexander & Baldwin, Inc.)
Role of L/C Issuer. Each Revolving Facility Lender and the Borrowers Borrower agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the L/C Issuer, the Administrative Agent, any Agent-of their respective Related Person Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; , or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The Borrowers Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrowers from Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under this Agreement or any other agreement. None of any the L/C Issuer, the Administrative Agent, any Agent-of their respective Related Person, Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer, Issuer shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.04(e2.05(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against any the L/C Issuer, and any the L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a the Borrower which such the Borrower proves were caused by such the L/C Issuer’s (or its Related Parties’) willful misconduct, bad faith, material breach or gross negligence or the L/C Issuer’s willful misconduct or gross negligence such L/C Issuer’s willful or grossly negligent failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the relevant L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the relevant L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
Appears in 2 contracts
Samples: First Lien Credit Agreement (Vici Properties Inc.), Credit Agreement (Vici Properties Inc.)
Role of L/C Issuer. Each Lender and the Borrowers Borrower agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the L/C Issuer, the Administrative Agent, any Agent-Related Person of their respective Affiliates nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The Borrowers Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrowers from Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under this Agreement or any other agreement. None of any the L/C Issuer, the Administrative Agent, any Agent-Related Person, of their respective Affiliates nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer, Issuer shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.04(e); provided 2.7.5 provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against any the L/C Issuer, and any the L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a the Borrower which such the Borrower proves were caused by such the L/C Issuer’s willful misconduct or gross negligence such or the L/C Issuer’s willful or grossly negligent failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the relevant L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the relevant L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
Appears in 2 contracts
Samples: Loan Agreement (Cedar Shopping Centers Inc), Loan Agreement (Cedar Shopping Centers Inc)
Role of L/C Issuer. Each Lender Bank and the Borrowers Borrower agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the L/C Issuer, the Administrative Agent, any Agent-of their respective Related Person Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer shall be liable to any Lender Bank for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or Banks of the Required LendersBanks, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The Borrowers Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrowers from Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under this Agreement or any other agreement. None of any the L/C Issuer, the Administrative Agent, any Agent-of their respective Related Person, Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer, Issuer shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.04(e2.09(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against any the L/C Issuer, and any the L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a the Borrower which such the Borrower proves were caused by such the L/C Issuer’s willful misconduct or gross negligence such or the L/C Issuer’s willful or grossly negligent failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the relevant L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the relevant L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. The L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.
Appears in 2 contracts
Samples: Credit Agreement and General Security Agreement (Avon Products Inc), General Security Agreement (Avon Products Inc)
Role of L/C Issuer. Each Lender and the Borrowers Borrower agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the L/C Issuer, Agent, any Agent-of their respective Related Person Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The Borrowers Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided PROVIDED, HOWEVER, that this assumption is not intended to, and shall not, preclude the Borrowers from Borrower's pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under this Agreement or any other agreement. None of any the L/C Issuer, Agent, any Agent-of their respective Related Person, Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.04(eSECTION 2.03(e); provided PROVIDED, HOWEVER, that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against any the L/C Issuer, and any the L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a Borrower which such Borrower proves were caused by such the L/C Issuer’s 's willful misconduct or gross negligence such or the L/C Issuer’s 's willful or grossly negligent failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the relevant L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the relevant L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
Appears in 2 contracts
Samples: Credit Agreement (Maine & Maritimes Corp), Credit Agreement (Maine & Maritimes Corp)
Role of L/C Issuer. Each Lender and the Borrowers Borrower agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the L/C Issuer, the Agent, any Agent-of their respective Related Person Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The Borrowers Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrowers from Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under this Agreement or any other agreement. None of any the L/C Issuer, the Agent, any Agent-of their respective Related Person, Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer, Issuer shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.04(e2.05(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against any the L/C Issuer, and any the L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a the Borrower which such the Borrower proves were caused by such the L/C Issuer’s willful misconduct or gross negligence such or the L/C Issuer’s willful or grossly negligent failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the relevant L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the relevant L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
Appears in 2 contracts
Samples: Credit Agreement (Sherwin Williams Co), Credit Agreement (Sherwin Williams Co)
Role of L/C Issuer. Each Lender and the Borrowers Xxxxxxxxx agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the L/C Issuer, the Administrative Agent, any Agent-of their respective Related Person Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The Borrowers Xxxxxxxxx hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrowers from Xxxxxxxxx’x pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under this Agreement or any other agreement. None of any the L/C Issuer, the Administrative Agent, any Agent-of their respective Related Person, Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer, Issuer shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.04(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers Xxxxxxxxx may have a claim against any the L/C Issuer, and any the L/C Issuer may be liable to the BorrowersXxxxxxxxx, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a Borrower Xxxxxxxxx which such Borrower Xxxxxxxxx proves were caused by such the L/C Issuer’s willful misconduct or gross negligence such or the L/C Issuer’s willful or grossly negligent failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the relevant L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the relevant L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. The L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.
Appears in 2 contracts
Samples: Credit Agreement (Carpenter Technology Corp), Credit Agreement (Carpenter Technology Corp)
Role of L/C Issuer. Each Lender and the Borrowers Borrower agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document, except to the extent required by applicable law. None of any L/C Issuer, any Agent-Related Person nor any of the respective correspondents, participants or assignees of such L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit Application. The Borrowers Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrowers from Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under this Agreement or any other agreement. None of any L/C Issuer, any Agent-Related Person, nor any of the respective correspondents, participants or assignees of such L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.04(e2.3(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against any L/C Issuer, and any L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a Borrower which such Borrower proves were caused by such L/C Issuer’s willful misconduct or gross negligence such or L/C Issuer’s willful or grossly negligent failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a such Letter of Credit. In furtherance and not in limitation of the foregoing, the relevant L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the relevant L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
Appears in 2 contracts
Samples: Credit Agreement (Micros Systems Inc), Credit Agreement (Micros Systems Inc)
Role of L/C Issuer. Each Lender and the Borrowers each Borrower agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the L/C Issuer, the Agent, any Agent-of their respective Related Person Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The Borrowers hereby assume all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrowers from a Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under this Agreement or any other agreement. None of any the L/C Issuer, the Agent, any Agent-of their respective Related Person, Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer, Issuer shall be liable or responsible for any of the matters described in clauses (i) through (viiviii) of Section 2.04(e2.03(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers a Borrower may have a claim against any the L/C Issuer, and any the L/C Issuer may be liable to the Borrowerssuch Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a such Borrower which such Borrower proves were caused by such the L/C Issuer’s willful misconduct or gross negligence such or the L/C Issuer’s willful or grossly negligent failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the relevant L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the relevant L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. The L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication ("SWIFT") message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary. The L/C Issuer shall provide to the Agent a list of outstanding Letters of Credit (together with type, amounts and denominated currency) issued by it on a monthly basis.
Appears in 2 contracts
Samples: Credit Agreement (Alexander & Baldwin, Inc.), Credit Agreement (Alexander & Baldwin, Inc.)
Role of L/C Issuer. Each Lender and the Borrowers Borrower agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the L/C Issuer, the Agent, any Agent-of their respective Related Person Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The Borrowers Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrowers from Borrower's pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under this Agreement or any other agreement. None of any the L/C Issuer, the Agent, any Agent-of their respective Related Person, Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer, Issuer shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.04(e2.03(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against any the L/C Issuer, and any the L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a the Borrower which such the Borrower proves were caused by such the L/C Issuer’s 's willful misconduct or gross negligence such or the L/C Issuer’s 's willful or grossly negligent failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the relevant L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the relevant L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
Appears in 2 contracts
Samples: Credit Agreement (Alexander & Baldwin Inc), Credit Agreement (Alexander & Baldwin Inc)
Role of L/C Issuer. Each Lender and the Borrowers each Borrower agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer Issuers shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the L/C IssuerIssuers, the Agents, any Agent-of their respective Related Person Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such either L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The Borrowers Each Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrowers from Company’s pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under this Agreement or any other agreement. None of any the L/C IssuerIssuers, the Agents, any Agent-of their respective Related Person, Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such either L/C Issuer, Issuer shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.04(e2.03(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers a Borrower may have a claim against any an L/C Issuer, and any such L/C Issuer may be liable to the Borrowerssuch Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a such Borrower which such Borrower proves were caused by such L/C Issuer’s willful misconduct or gross negligence or such L/C Issuer’s willful or grossly negligent failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the relevant an L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the relevant such L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
Appears in 2 contracts
Samples: Credit Agreement (MULTI COLOR Corp), Credit Agreement (Multi Color Corp)
Role of L/C Issuer. Each Lender and the Borrowers Borrower agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any L/C Issuer, any Agent-Related Person nor any of the respective correspondents, participants or assignees of such L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit Application. The Borrowers Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided provided, that this assumption is not intended to, and shall not, preclude the Borrowers Borrower from pursuing such rights and remedies as it may have against the beneficiary or transferee at Law or under this Agreement or any other agreement. None of any L/C Issuer, any Agent-Related Person, nor any of the respective correspondents, participants or assignees of such L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (viivi) of Section 2.04(e); provided provided, that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against any L/C Issuer, and any L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to special, indirect, consequential or exemplary, punitive damages suffered by a the Borrower which such the Borrower proves were caused by such L/C Issuer’s willful misconduct or gross negligence or such L/C Issuer’s willful or grossly negligent failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of CreditCredit (as finally determined by a court of competent jurisdiction). In furtherance and not in limitation of the foregoing, the relevant L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the relevant L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
Appears in 2 contracts
Samples: Credit and Guaranty Agreement (Black Knight, Inc.), Credit and Guaranty Agreement (Black Knight, Inc.)
Role of L/C Issuer. Each Lender and the Borrowers Borrower agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the L/C Issuer, the Administrative Agent, any Agent-of their respective Related Person Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The Borrowers Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrowers from Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under this Agreement or any other agreement. None of any the L/C Issuer, the Administrative Agent, any Agent-of their respective Related Person, Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer, Issuer shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.04(e2.03(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against any the L/C Issuer, and any the L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a the Borrower which such the Borrower proves were caused by such the L/C Issuer’s willful misconduct or gross negligence such or the L/C Issuer’s willful or grossly negligent failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the relevant L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the relevant L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
Appears in 2 contracts
Samples: Credit Agreement (Standex International Corp/De/), Credit Agreement (Standex International Corp/De/)
Role of L/C Issuer. Each Lender and the Borrowers each Borrower agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any L/C Issuer, any No Agent-Related Person nor any of the respective correspondents, participants or assignees of such the L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence negligence, willful misconduct or willful misconductviolation of Law; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit Application. The Borrowers Each Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided PROVIDED, HOWEVER, that this assumption is not intended to, and shall not, preclude the Borrowers from such Borrower's pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under this Agreement or any other agreement. None of any L/C Issuer, any No Agent-Related Person, nor any of the respective correspondents, participants or assignees of such the L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section SECTION 2.04(e); provided PROVIDED, HOWEVER, that anything in such clauses to the contrary notwithstanding, the Borrowers such Borrower may have a claim against any the L/C Issuer, and any the L/C Issuer may be liable to the Borrowerssuch Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a such Borrower which such Borrower proves were caused by such the L/C Issuer’s 's willful misconduct or misconduct, gross negligence such or violation of Law or the L/C Issuer’s 's willful or grossly negligent failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the relevant L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the relevant L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
Appears in 2 contracts
Samples: Credit Agreement (Enbridge Energy Limited Partnership), Assignment and Acceptance Agreement (Enbridge Energy Partners Lp)
Role of L/C Issuer. Each Lender and the Borrowers Borrower agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the L/C Issuer, any Agent-Related Person nor any of the respective correspondents, participants or assignees of such the L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit Application. The Borrowers Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided that this assumption is not intended to, and shall not, preclude the Borrowers from Borrower's pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under this Agreement or any other agreement. None of any the L/C Issuer, any Agent-Related Person, nor any of the respective correspondents, participants or assignees of such the L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (viivi) of Section 2.04(e2.03(e); provided that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against any the L/C Issuer, and any the L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a the Borrower which such the Borrower proves were caused by such the L/C Issuer’s 's willful misconduct or gross negligence such or the L/C Issuer’s 's willful or grossly negligent failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the relevant L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the relevant L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
Appears in 2 contracts
Samples: Assignment and Assumption (Refco Information Services, LLC), Assignment and Assumption (Refco Inc.)
Role of L/C Issuer. Each Lender and the Borrowers Borrower agree that, in paying any drawing under a Letter of Credit, the relevant no L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the L/C IssuerIssuers, any Agent-Related Person nor any of the respective correspondents, participants or assignees of such an L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit Application. The Borrowers Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrowers from Borrower's pursuing such rights and remedies as it may have against the beneficiary or transferee at Law or under this Agreement or any other agreement. None of any the L/C IssuerIssuers, any Agent-Related Person, nor any of the respective correspondents, participants or assignees of such an L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.04(e2.03(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against any an L/C Issuer, and any an L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a the Borrower which such the Borrower proves were caused by such L/C Issuer’s 's willful misconduct or gross negligence or such L/C Issuer’s 's willful or grossly negligent failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the relevant any L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the relevant no L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
Appears in 2 contracts
Samples: Credit Agreement (Commercial Metals Co), Credit Agreement (Commercial Metals Co)
Role of L/C Issuer. Each Lender and the Borrowers Parent Borrower agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the L/C Issuer, any Agent-Related Person nor any of the respective correspondents, participants or assignees of such the L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit Application. The Borrowers Parent Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided that this assumption is not intended to, and shall not, preclude the Borrowers from Parent Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at Law or under this Agreement or any other agreement. None of any the L/C Issuer, any Agent-Related Person, nor any of the respective correspondents, participants or assignees of such the L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (viivi) of Section 2.04(e2.03(e); provided that anything in such clauses to the contrary notwithstanding, the Borrowers Parent Borrower may have a claim against any the L/C Issuer, and any the L/C Issuer may be liable to the BorrowersParent Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a the Parent Borrower which such the Parent Borrower proves were caused by such the L/C Issuer’s willful misconduct or gross negligence such or the L/C Issuer’s willful or grossly negligent failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the relevant L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the relevant L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
Appears in 2 contracts
Samples: Credit Agreement (Campbell Alliance Group Inc), Credit Agreement (Campbell Alliance Group Inc)
Role of L/C Issuer. Each Lender and the Borrowers Borrower agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the L/C Issuer, Agent, any Agent-of their respective Related Person Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The Borrowers Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrowers from Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under this Agreement or any other agreement. None of any the L/C Issuer, Agent, any Agent-of their respective Related Person, Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.04(e2.03(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against any the L/C Issuer, and any the L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a the Borrower which such the Borrower proves were caused by such the L/C Issuer’s willful misconduct or gross negligence such or the L/C Issuer’s willful or grossly negligent failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the relevant L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the relevant L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
Appears in 2 contracts
Samples: Credit Agreement (Ats Corp), Credit Agreement (Ats Corp)
Role of L/C Issuer. Each Lender and the Borrowers Borrower agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any L/C Issuer, any Agent-Related Person nor any of the respective correspondents, participants or assignees of such L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit Application. The Borrowers Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided that this assumption is not intended to, and shall not, preclude the Borrowers Borrower from pursuing such rights and remedies as it may have against the beneficiary or transferee at Law or under this Agreement or any other agreement. None of any L/C Issuer, any Agent-Related Person, nor any of the respective correspondents, participants or assignees of such L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i(i) through (vii(vi) of Section Section 2.04(e); provided that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against any L/C Issuer, and any L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to special, indirect, consequential or exemplary, punitive damages suffered by a the Borrower which such the Borrower proves were caused by such L/C Issuer’s willful misconduct or gross negligence or such L/C Issuer’s willful or grossly negligent failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of CreditCredit (as finally determined by a court of competent jurisdiction). In furtherance and not in limitation of the foregoing, the relevant L/C Issuer may accept documents that appear on their face to be in order, order without responsibility for further investigation, regardless of any notice or information to the contrary, and the relevant L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
Appears in 2 contracts
Samples: Credit Agreement (Dun & Bradstreet Holdings, Inc.), Credit Agreement (Dun & Bradstreet Holdings, Inc.)
Role of L/C Issuer. Each Lender and the Borrowers Borrower agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the L/C Issuer, Administrative Agent, any Agent-of their respective Related Person Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The Borrowers Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrowers from Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under this Agreement or any other agreement. None of any the L/C Issuer, Administrative Agent, any Agent-of their respective Related Person, Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.04(e2.03(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against any the L/C Issuer, and any the L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a Borrower which such Borrower proves were caused by such the L/C Issuer’s willful misconduct or gross negligence such or the L/C Issuer’s willful or grossly negligent failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of CreditCredit unless the L/C Issuer is prevented or prohibited from so paying as a result of any order or directive of any court or other Governmental Authority. In furtherance and not in limitation of the foregoing, the relevant L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the relevant L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. The L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.
Appears in 2 contracts
Samples: Credit Agreement (Wageworks, Inc.), Amended and Restated Credit Agreement (Wageworks, Inc.)
Role of L/C Issuer. Each Lender and the Borrowers Borrower agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the L/C Issuer, Agent, any Agent-of their respective Related Person Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The Borrowers Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided PROVIDED, HOWEVER, that this assumption is not intended to, and shall not, preclude the Borrowers from Borrower's pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under this Agreement or any other agreement. None of any the L/C Issuer, Agent, any Agent-of their respective Related Person, Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.04(eSECTION 2.01(e); provided PROVIDED, HOWEVER, that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against any the L/C Issuer, and any the L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a Borrower which such Borrower proves were caused by such the L/C Issuer’s 's willful misconduct or gross negligence such or the L/C Issuer’s 's willful or grossly negligent failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the relevant L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the relevant L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
Appears in 1 contract
Samples: Credit and Reimbursement Agreement (Maine & Maritimes Corp)
Role of L/C Issuer. Each Lender and the Borrowers Borrower agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the L/C Issuer, any Agent-Related Person nor any of the respective correspondents, participants or assignees of such the L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit Application. The Borrowers Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided PROVIDED, HOWEVER, that this assumption is not intended to, and shall not, preclude the Borrowers from Borrower's pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under this Agreement or any other agreement. None of any the L/C Issuer, any Agent-Related Person, nor any of the respective correspondents, participants or assignees of such the L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.04(eSECTION 2.05(e); provided PROVIDED, HOWEVER, that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against any the L/C Issuer, and any the L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a the Borrower which such the Borrower proves were caused by such the L/C Issuer’s 's willful misconduct or gross negligence such or the L/C Issuer’s 's willful or grossly negligent failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the relevant L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the relevant L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
Appears in 1 contract
Role of L/C Issuer. Each Lender and the Borrowers Borrower agree that, in paying any drawing under a Letter of Credit, the relevant applicable L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the such Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the L/C IssuerIssuers, the Agent, any Agent-of their respective Related Person Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer Issuers shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The Borrowers Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrowers from Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under this Agreement or any other agreement. None of any the L/C IssuerIssuers, the Agent, any Agent-of their respective Related Person, Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer, Issuers shall be liable or responsible for any of the matters described in clauses (i) through (viiviii) of Section 2.04(e2.19(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against any the applicable L/C Issuer, and any such L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a the Borrower which such the Borrower proves were caused by such L/C Issuer’s willful misconduct or gross negligence or such L/C Issuer’s willful or grossly negligent failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the relevant each L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the relevant such L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. Any L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.
Appears in 1 contract
Role of L/C Issuer. Each Lender and the Borrowers Borrower agree that, in paying any drawing under a Letter of Credit, the relevant an L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the L/C IssuerIssuers, the Administrative Agent, any Agent-of their respective Related Person Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such any L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The Borrowers Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided that this assumption is not intended to, and shall not, preclude the Borrowers from Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee or any other Person at Law law or under this Agreement or any other agreement. None of the L/C Issuers, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any L/C Issuer, any Agent-Related Person, nor any of the respective correspondents, participants or assignees of such L/C Issuer, Issuer shall be liable or responsible for any of the matters described in clauses (i) through (viiviii) of Section 2.04(e2.03(e); provided that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against any L/C Issuer, and any such L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a the Borrower which such the Borrower proves were caused by such an L/C Issuer’s willful misconduct or gross negligence such or an L/C Issuer’s willful or grossly negligent failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the relevant an L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the relevant such L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. Any L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.
Appears in 1 contract
Role of L/C Issuer. Each Lender and the Borrowers Borrower agree that, in paying any drawing under a Letter of Credit, the relevant an L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any an L/C Issuer, any Agent-Related Person nor any of the respective correspondents, participants or assignees of such an L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit Application. The Borrowers Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided PROVIDED, HOWEVER, that this assumption is not intended to, and shall not, preclude the Borrowers from Borrower's pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under this Agreement or any other agreement. None of any No L/C Issuer, any no Agent-Related Person, nor any of the respective correspondents, participants or assignees of such an L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.04(eSECTION 2.03(e); provided PROVIDED, HOWEVER, that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against any an L/C Issuer, and any such L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, extent of any direct, as opposed to consequential or exemplary, damages suffered by a the Borrower which such the Borrower proves were caused by such L/C Issuer’s 's willful misconduct or gross negligence or such L/C Issuer’s 's willful or grossly negligent failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the relevant an L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the relevant such L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
Appears in 1 contract
Samples: Credit Agreement (Solo Texas, LLC)
Role of L/C Issuer. Each Lender and the Borrowers Borrower agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any Neither the L/C Issuer, any Agent-Related Person nor any of the respective correspondents, participants or assignees of such the L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit Application. The Borrowers Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrowers from Borrower's pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under this Agreement or any other agreement. None of any Neither the L/C Issuer, any Agent-Related Person, nor any of the respective correspondents, participants or assignees of such the L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.04(e2.03(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against any the L/C Issuer, and any the L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential consequential, special, punitive or exemplary, damages suffered by a the Borrower which such the Borrower proves were caused by such the L/C Issuer’s 's willful misconduct or gross negligence such or the L/C Issuer’s 's willful or grossly negligent failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the relevant L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the relevant L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
Appears in 1 contract
Role of L/C Issuer. Each Lender and the Borrowers Borrower agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the L/C Issuer, any Agent-Related Person nor any of the respective correspondents, participants or assignees of such the L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit L/C Application. The Borrowers Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrowers from Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under this Agreement or any other agreement. None of any the L/C Issuer, any Agent-Related Person, nor any of the respective correspondents, participants or assignees of such the L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.04(e2.03(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against any the L/C Issuer, and any the L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a Borrower which such Borrower proves were caused by such the L/C Issuer’s willful misconduct or gross negligence such or the L/C Issuer’s willful or grossly negligent failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the relevant L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the relevant L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
Appears in 1 contract
Samples: Credit Agreement (Mestek Inc)
Role of L/C Issuer. Each Lender and the Borrowers Borrower agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the L/C IssuerIssuer or, any Agent-its Related Person Parties nor any of the respective correspondents, participants or assignees of such the L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit Application. The Borrowers Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrowers from Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under this Agreement or any other agreement. None of any the L/C IssuerIssuer or, any Agent-its Related Person, Parties nor any of the respective correspondents, participants or assignees of such the L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.04(e2.03(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against any the L/C Issuer, and any the L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a the Borrower which such the Borrower proves were caused by such the L/C Issuer’s willful misconduct or gross negligence such or the L/C Issuer’s willful or grossly negligent failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the relevant L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the relevant L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
Appears in 1 contract
Samples: Credit Agreement (Cost Plus Inc/Ca/)
Role of L/C Issuer. Each Lender and the Borrowers Borrower agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the L/C Issuer, the Agent, any Agent-of their respective Related Person Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The Borrowers Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrowers from Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under this Agreement or any other agreement. None of any the L/C Issuer, the Agent, any Agent-of their respective Related Person, Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer, Issuer shall be liable or responsible for any of the matters described in clauses (i) through (viiviii) of Section 2.04(e2.03(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against any the L/C Issuer, and any the L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a the Borrower which such the Borrower proves were caused by such the L/C Issuer’s willful misconduct or gross negligence such or the L/C Issuer’s willful or grossly negligent failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the relevant L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the relevant L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. The L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication ("SWIFT") message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary. The L/C Issuer shall provide to the Agent a list of outstanding Letters of Credit (together with type, amounts and denominated currency) issued by it on a monthly basis.
Appears in 1 contract
Role of L/C Issuer. Each Lender and the Borrowers Borrower agree that, in paying any drawing under a Letter of Credit, the relevant applicable L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the such Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any L/C Issuer, any Agent-Related Person nor or any of the respective correspondents, participants or assignees of such any L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit Application. The Borrowers Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided that this assumption is not intended to, and shall not, preclude the Borrowers from Borrower's pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under this Agreement or any other agreement, whether before or after any drawing by such beneficiary or transferee. None of any L/C Issuer, any Agent-Related Person, nor Person or any of the respective correspondents, participants or assignees of such any L/C Issuer, Issuer shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.04(e2.03(e); provided that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against any an L/C Issuer, and any such L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a the Borrower which such the Borrower proves were caused by such L/C Issuer’s 's willful misconduct or gross negligence or such L/C Issuer’s 's willful or grossly negligent failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the relevant each L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the relevant no L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
Appears in 1 contract
Samples: Credit Agreement (Proquest Co)
Role of L/C Issuer. Each Lender and the Borrowers Borrower agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the L/C Issuer, the Administrative Agent, any Agent-of their respective Related Person Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The Borrowers Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrowers from Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under this Agreement or any other agreement. None of any the L/C Issuer, the Administrative Agent, any Agent-of their respective Related Person, Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer, Issuer shall be liable or responsible for any of the matters described in clauses (i) through (viiviii) of Section 2.04(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against any the L/C Issuer, and any the L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a Borrower which such Borrower proves were caused by such the L/C Issuer’s willful misconduct or gross negligence such or the L/C Issuer’s willful or grossly negligent failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the relevant L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the relevant L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. The L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.
Appears in 1 contract
Role of L/C Issuer. Each Lender and the Borrowers Borrower agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the L/C Issuer, any Agent-Related Person nor any of the respective correspondents, participants or assignees of such the L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit Application. The Borrowers Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided PROVIDED, HOWEVER, that this assumption is not intended to, and shall not, preclude the Borrowers from Borrower's pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under this Agreement or any other agreement. None of any the L/C Issuer, any Agent-Related Person, nor any of the respective correspondents, participants or assignees of such the L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.04(eSECTION 2.03(e); provided provided, HOWEVER, that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against any the L/C Issuer, and any the L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a the Borrower which such the Borrower proves were caused by such the L/C Issuer’s 's willful misconduct or misconduct, gross negligence such or breach of this Agreement the L/C Issuer’s 's willful or grossly negligent failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the relevant L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the relevant L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
Appears in 1 contract
Samples: Credit Agreement (DST Systems Inc)
Role of L/C Issuer. Each Lender and the Borrowers Borrower agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the such Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the L/C Issuer, the Administrative Agent, any Agent-of their respective Related Person Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The Borrowers Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrowers from Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under this Agreement or any other agreement. None of any the L/C Issuer, the Administrative Agent, any Agent-of their respective Related Person, Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer, Issuer shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.04(e2.03(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against any the L/C Issuer, and any the L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a Borrower which such Borrower proves were caused by such the L/C Issuer’s willful misconduct or gross negligence such or the L/C Issuer’s willful or grossly negligent failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the relevant L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the relevant L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
Appears in 1 contract
Samples: Credit Agreement (Perini Corp)
Role of L/C Issuer. Each Lender and the Borrowers Borrower agree that, in paying any drawing under a Letter of Credit, the relevant no L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the L/C IssuerIssuers, any Agent-Related Person nor any of the respective correspondents, participants or assignees of such any L/C Issuer Issuers shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit Application. The Borrowers Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrowers from Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under this Agreement or any other agreement. None of any the L/C IssuerIssuers, any Agent-Related Person, nor any of the respective correspondents, participants or assignees of such the L/C IssuerIssuers, shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.04(e2.01(e); provided provided, however, that anything in such clauses or this Section 2.01(f) to the contrary notwithstanding, the Borrowers Borrower may have a claim against any an L/C Issuer, and any such L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a the Borrower which such the Borrower proves were caused by such L/C Issuer’s willful misconduct or gross negligence or such L/C Issuer’s willful or grossly negligent failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the relevant each L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the relevant no L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
Appears in 1 contract
Role of L/C Issuer. Each Lender and the Borrowers each Borrower agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the L/C Issuer, the Administrative Agent, any Agent-of their respective Related Person Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of all of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The Borrowers Each Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of CreditCredit issued at the request of such Borrower; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrowers from such Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under this Agreement or any other agreement. None of any the L/C Issuer, the Administrative Agent, any Agent-of their respective Related Person, Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer, Issuer shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.04(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers any Borrower may have a claim against any the L/C Issuer, and any the L/C Issuer may be liable to the Borrowerssuch Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a such Borrower which such Borrower proves were caused by such the L/C Issuer’s willful misconduct or gross negligence such or the L/C Issuer’s willful or grossly negligent failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the relevant L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the relevant L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
Appears in 1 contract
Role of L/C Issuer. Each Revolving Credit Lender and the Borrowers Borrower agree that, in paying any drawing under a Letter of Credit, the relevant no L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any L/C Issuer, any Agent-Related Person nor any of the respective correspondents, participants or assignees of such any L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit Application. The Borrowers Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided that this assumption is not intended to, and shall not, preclude the Borrowers from Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under this Agreement or any other agreement. None of any L/C Issuer, any Agent-Related Person, nor any of the respective correspondents, participants or assignees of such any L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (viiiv) of Section 2.04(e2.03(e); provided that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against any an L/C Issuer, and any such L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a the Borrower which such the Borrower proves were caused by such L/C Issuer’s willful misconduct or gross negligence or such L/C Issuer’s willful or grossly negligent failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of CreditCredit AND THE PARENT GUARANTOR AND THE BORROWER FOR THEMSELVES AND THEIR SUBSIDIARIES, HEREBY WAIVE AND RELINQUISH ANY AND ALL CLAIMS THEY MAY HAVE FOR INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES AND FOR DIRECT DAMAGES RESULTING FROM NEGLIGENCE BY ANY L/C ISSUER WHICH DOES NOT RISE TO THE LEVEL OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. In furtherance and not in limitation of the foregoing, the relevant any L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the relevant such L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
Appears in 1 contract
Samples: Credit Agreement (Dynegy Inc /Il/)
Role of L/C Issuer. Each Lender Bank and the Borrowers Borrower agree that, in paying any drawing under a Letter of Credit, the relevant no L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any L/C Issuer, any Agent-Related Person nor any of the respective correspondents, participants or assignees of such an L/C Issuer shall be liable to any Lender Bank for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders Banks or the Required LendersMajority Banks, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit Application. The Borrowers Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrowers from Borrower's pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under this Agreement or any other agreement. None of any L/C Issuer, any Agent-Related Person, nor any of the respective correspondents, participants or assignees of such an L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.04(e2.9(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against any an L/C Issuer, and any an L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a the Borrower or its Subsidiaries which such the Borrower proves were caused by such (A) an L/C Issuer’s 's willful misconduct or gross negligence such or (B) an L/C Issuer’s 's willful or grossly negligent failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the relevant an L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the relevant no L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
Appears in 1 contract
Role of L/C Issuer. Each Lender and the Borrowers Anixter agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the L/C Issuer, the Administrative Agent, any Agent-of their respective Related Person Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The Borrowers Anixter hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrowers from Anixter’s pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under this Agreement or any other agreement. None of any the L/C Issuer, the Administrative Agent, any Agent-of their respective Related Person, Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer, Issuer shall be liable or responsible for any of the 40 matters described in clauses (i) through (viivi) of Section 2.04(e2.06(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers Anixter may have a claim against any the L/C Issuer, and any the L/C Issuer may be liable to the BorrowersAnixter, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a Borrower Anixter which such Borrower Anixter proves were caused by such the L/C Issuer’s willful misconduct or gross negligence such or the L/C Issuer’s willful or grossly negligent failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the relevant L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the relevant L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
Appears in 1 contract
Samples: Year Revolving Credit Agreement (Anixter International Inc)
Role of L/C Issuer. Each Lender and the Borrowers Borrower agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the L/C Issuer, the Administrative Agent, any Agent-of their respective Related Person Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The Borrowers Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided that this assumption is not intended to, and shall not, preclude the Borrowers from Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under this Agreement or any other agreement. None of any the L/C Issuer, the Administrative Agent, any Agent-of their respective Related Person, Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer, Issuer shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.04(e2.03(e); provided and provided, further, that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against any the L/C Issuer, and any the L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a the Borrower which such the Borrower proves were caused by such the L/C Issuer’s willful misconduct or gross negligence such or the L/C Issuer’s willful or grossly negligent failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the relevant L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the relevant L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
Appears in 1 contract
Samples: Credit Agreement (Equifax Inc)
Role of L/C Issuer. Each Lender and the Borrowers Borrower agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the L/C Issuer, Administrative Agent, any Agent-of their respective Related Person Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Majority Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The Borrowers Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrowers from Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under this Agreement or any other agreement. None of any the L/C Issuer, Administrative Agent, any Agent-of their Related PersonParties, nor any of the respective their correspondents, participants or assignees of such L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.04(e2.3(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against any L/C Issuer, and any L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a Borrower which such Borrower proves were caused by such L/C Issuer’s willful misconduct or gross negligence such or L/C Issuer’s willful or grossly negligent failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a such Letter of Credit. In furtherance and not in limitation of the foregoing, the relevant L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the relevant L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
Appears in 1 contract
Samples: Credit Agreement (Goldleaf Financial Solutions Inc.)
Role of L/C Issuer. Each Lender and the Borrowers Anixter agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the L/C Issuer, the Administrative Agent, any Agent-of their respective Related Person Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The Borrowers Anixter hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrowers from Anixter’s pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under this Agreement or any other agreement. None of any the L/C Issuer, the Administrative Agent, any Agent-of their respective Related Person, Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer, Issuer shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.04(e2.06(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers Anixter may have a claim against any the L/C Issuer, and any the L/C Issuer may be liable to the BorrowersAnixter, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a Borrower Anixter which such Borrower Anixter proves were caused by such the L/C Issuer’s willful misconduct or gross negligence such or the L/C Issuer’s willful or grossly negligent failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the relevant L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the relevant L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
Appears in 1 contract
Samples: Revolving Credit Agreement (Anixter International Inc)
Role of L/C Issuer. Each Lender and the Borrowers Borrower agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the such Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the L/C Issuer, any Agent-Related Person nor any of the respective correspondents, participants or assignees of such the L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit Application. The Borrowers Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided that this assumption is not intended to, and shall not, preclude the Borrowers from Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at Law or under this Agreement or any other agreement. None of any the L/C Issuer, any Agent-Related Person, nor any of the respective correspondents, participants or assignees of such the L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (viivi) of Section 2.04(e2.03(e); provided that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against any the L/C Issuer, and any the L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a the Borrower which such the Borrower proves were caused by such the L/C Issuer’s willful misconduct or gross negligence such or the L/C Issuer’s willful or grossly negligent failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a such Letter of Credit. In furtherance and not in limitation of the foregoing, the relevant L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the relevant L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
Appears in 1 contract
Role of L/C Issuer. Each Lender and the Borrowers each Loan Party agree that, in paying any drawing under a Letter of Credit, the relevant no L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the L/C IssuerIssuers, the Administrative Agent, any Agent-of their respective Related Person Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such any L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The Borrowers Each Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrowers from each Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under this Agreement or any other agreement. None of the L/C Issuers, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any L/C Issuer, any Agent-Related Person, nor any of the respective correspondents, participants or assignees of such L/C Issuer, Issuer shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.04(e2.03(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers a Borrower may have a claim against any an L/C Issuer, and any an L/C Issuer may be liable to the Borrowerssuch Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a such Borrower which such Borrower proves were caused by such L/C Issuer’s willful misconduct or gross negligence or such L/C Issuer’s willful or grossly negligent failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the relevant an L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the relevant no L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
Appears in 1 contract
Role of L/C Issuer. Each Lender and the Borrowers Borrower agree that, in paying any drawing under a Letter of Credit, the relevant applicable L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the such Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the L/C IssuerIssuers, the Agent, any Agent-of their respective Related Person Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer Issuers shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The Borrowers Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrowers from Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under this Agreement or any other agreement. None of any the L/C IssuerIssuers, the Agent, any Agent-of their respective Related Person, Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer, Issuers shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.04(e2.19(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against any the applicable L/C Issuer, and any such L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a the Borrower which such the Borrower proves were caused by such L/C Issuer’s willful misconduct or gross negligence or such L/C Issuer’s willful or grossly negligent failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the relevant each L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the relevant such L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
Appears in 1 contract
Role of L/C Issuer. Each Lender and the Borrowers Borrower agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the L/C Issuer, the Agent, any Agent-of their respective Related Person Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The Borrowers Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrowers from Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under this Agreement or any other agreement. None of any the L/C Issuer, the Agent, any Agent-of their respective Related Person, Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer, Issuer shall be liable or responsible for any of the matters described in clauses (i) through (viiviii) of Section 2.04(e2.03(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower and any applicable Subsidiary of the Borrower may have a claim against any the L/C Issuer, and any the L/C Issuer may be liable to the BorrowersBorrower and any applicable Subsidiary of the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a the Borrower or such Subsidiary which the Borrower or such Borrower Subsidiary proves were caused by such the L/C Issuer’s willful misconduct or gross negligence such or the L/C Issuer’s willful or grossly negligent failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the relevant L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the relevant L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. The L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary. The L/C Issuer shall provide to the Agent a list of outstanding Letters of Credit (together with type, amounts and denominated currency) issued by it on a monthly basis.
Appears in 1 contract
Samples: Security Agreement (Matson, Inc.)
Role of L/C Issuer. Each Lender and the Borrowers Borrower agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the L/C IssuerIssuers, any Agent-Related Person nor any of the respective correspondents, participants or assignees of such L/C Issuer Issuers shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit Application. The Borrowers Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrowers from Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under this Agreement or any other agreement. None of any the L/C IssuerIssuers, any Agent-Related Person, nor any of the respective correspondents, participants or assignees of such the L/C IssuerIssuers, shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.04(e2.03(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against any an L/C Issuer, and any such L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a the Borrower which such the Borrower proves were caused by such L/C Issuer’s willful misconduct or gross negligence such or the L/C Issuer’s willful or grossly negligent failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit or payment by such L/C Issuer under a Letter of Credit where the beneficiary has failed to present a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the relevant L/C Issuer Issuers may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the relevant L/C Issuer Issuers shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
Appears in 1 contract
Samples: Assignment and Assumption (Tyco International LTD /Ber/)
Role of L/C Issuer. Each Lender and the Borrowers each Borrower agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the L/C Issuer, Agent, any Agent-of their respective Related Person Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Revolving Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The Borrowers hereby assume all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrowers from any Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under this Agreement or any other agreement. None of any the L/C Issuer, Agent, any Agent-of their respective Related Person, Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.04(e2.03(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers may have a claim against any the L/C Issuer, and any the L/C Issuer may be liable to the Borrowersany Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a Borrower Borrower, which such Borrower proves the Borrowers prove were caused by such the L/C Issuer’s willful misconduct or gross negligence such or the L/C Issuer’s willful or grossly negligent failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the relevant L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the relevant L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
Appears in 1 contract
Role of L/C Issuer. Each Lender and the Borrowers agree each Borrower agrees that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the L/C Issuer, the Administrative Agent, any Agent-Related Person related parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The Borrowers Each Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrowers applicable Borrower from pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under this Agreement or any other agreement. None of any the L/C Issuer, the Administrative Agent, any Agent-of their respective Related Person, Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.04(e2.03(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers applicable Borrower may have a claim against any the L/C Issuer, and any the L/C Issuer may be liable to the Borrowerssuch Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a such Borrower which such Borrower it proves were caused by such the L/C Issuer’s willful misconduct or gross negligence such or the L/C Issuer’s willful or grossly negligent failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the relevant L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the relevant L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
Appears in 1 contract
Role of L/C Issuer. Each Lender and the Borrowers Borrower agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the L/C Issuer, the Administrative Agent, any Agent-of their respective Related Person Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the any Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The Borrowers Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided that this assumption is not intended to, and shall not, preclude the Borrowers from Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under this Agreement or any other agreement. None of any the L/C Issuer, the Administrative Agent, any Agent-of their respective Related Person, Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer, Issuer shall be liable or responsible for any of the matters described in clauses (i) through (viivi) of Section 2.04(e2.03(e); provided that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against any the L/C Issuer, and any the L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a the Borrower which such the Borrower proves were caused by such the L/C Issuer’s willful misconduct or gross negligence such or the L/C Issuer’s willful or grossly negligent failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the relevant L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the relevant L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason, except to the extent that any errors with respect to the foregoing are found by a final, non-appealable judgment of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the L/C Issuer.
Appears in 1 contract
Samples: Credit Agreement (Carters Inc)
Role of L/C Issuer. Each Lender and the Borrowers Borrower agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the L/C Issuer, the Administrative Agent, any Agent-of their respective Related Person Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The Borrowers Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided that this assumption is not intended to, and shall not, preclude the Borrowers from Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under this Agreement or any other agreement. None of any the L/C Issuer, the Administrative Agent, any Agent-of their respective Related Person, Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer, Issuer shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.04(e2.03(e); provided that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against any the L/C Issuer, and any the L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a the Borrower which such that the Borrower proves were caused by such the L/C Issuer’s willful misconduct or gross negligence such or the L/C Issuer’s willful or grossly negligent failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the relevant L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the relevant L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
Appears in 1 contract
Role of L/C Issuer. Each Lender and the Borrowers Borrower agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents certificate or document expressly required by the such Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the L/C Issuer, the Agent, any Agent-of their respective Related Person Parties nor any of the respective correspondents, participants or assignees of such the L/C Issuer shall be liable to any Lender for for: (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The Borrowers Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided that this assumption is not intended to, and shall not, preclude the Borrowers from Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under this Agreement or any other agreement. None of any the L/C Issuer, the Agent, any Agent-of their respective Related Person, Parties nor any of the respective correspondents, participants or assignees of such the L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (viivi) of Section 2.04(e)3.5; provided that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against any the L/C Issuer, and any the L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a the Borrower which such the Borrower proves were caused by such the L/C Issuer’s willful misconduct or gross negligence such or the L/C Issuer’s willful or grossly negligent failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a such Letter of Credit. In furtherance and not in limitation of the foregoing, the relevant L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the relevant L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
Appears in 1 contract
Role of L/C Issuer. Each Lender and the Borrowers agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the L/C Issuer, any Agent-Related Person nor any of the respective correspondents, participants or assignees of such the L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit Application. The Borrowers hereby assume all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided that this assumption is not intended to, and shall not, preclude the Borrowers from pursuing such rights and remedies as it may have against the beneficiary or transferee at Law or under this Agreement or any other agreement. None of any the L/C Issuer, any Agent-Related Person, nor any of the respective correspondents, participants or assignees of such the L/C Issuer, shall be liable or responsible for any of the matters described in 63 clauses (i) through (vii) of Section 2.04(e); provided that anything in such clauses to the contrary notwithstanding, the Borrowers may have a claim against any the L/C Issuer, and any the L/C Issuer may be liable to the Borrowers, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a Borrower which such Borrower proves were caused by such the L/C Issuer’s willful misconduct or gross negligence such or the L/C Issuer’s willful or grossly negligent failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the relevant L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the relevant L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
Appears in 1 contract
Samples: Amendment and Restatement Agreement (Fidelity National Information Services, Inc.)
Role of L/C Issuer. Each Lender and the Borrowers each Borrower agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the L/C Issuer, the Administrative Agent, any Agent-of their respective Related Person Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Revolving Credit Lenders or the Required Revolving Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The Borrowers hereby assume all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided that this assumption is not intended to, and shall not, preclude the Borrowers from applicable Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under this Agreement or any other agreement. None of any the L/C Issuer, the Administrative Agent, any Agent-of their respective Related Person, Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer, Issuer shall be liable or responsible for any of the matters described in clauses (i) through (vii) of Section 2.04(e2.03(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers applicable Borrower may have a claim against any the L/C Issuer, and any the L/C Issuer may be liable to the Borrowersapplicable Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a the applicable Borrower which such the applicable Borrower proves proves, as determined by a final nonappealable judgment of a court of competent jurisdiction, were caused by such the L/C Issuer’s willful misconduct or gross negligence such or the L/C Issuer’s willful or grossly negligent failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the relevant L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the relevant L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring transferring, endorsing or assigning or purporting to transfer transfer, endorse or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. The L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.
Appears in 1 contract
Samples: Credit Agreement (Diodes Inc /Del/)
Role of L/C Issuer. Each Lender and the Borrowers each Borrower agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the L/C Issuer, any Agent-Related Person nor any of the respective correspondents, participants or assignees of such the L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit Application. The Borrowers Each Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided that this assumption is not intended to, and shall not, preclude the Borrowers from such Borrower pursuing such rights and remedies as it may have against the beneficiary or transferee at Law or under this Agreement or any other agreement. None of any the L/C Issuer, any Agent-Related Person, nor any of the respective correspondents, participants or assignees of such the L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (viivi) of Section 2.04(e2.03(e); provided that anything in such clauses to the contrary notwithstanding, the Borrowers each applicable Borrower may have a claim against any the L/C Issuer, and any the L/C Issuer may be liable to the Borrowerssuch Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a such Borrower which such Borrower proves were caused by such the L/C Issuer’s willful misconduct or gross negligence such or the L/C Issuer’s willful or grossly negligent failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the relevant L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the relevant L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
Appears in 1 contract
Role of L/C Issuer. Each Lender and the Borrowers Borrower agree that, in paying any drawing under a Letter of Credit, the relevant no L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the L/C Issuer, any Agent-Related Person nor any of the respective correspondents, participants or assignees of such the L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit Application. The Borrowers Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided PROVIDED, HOWEVER, that this assumption is not intended to, and shall not, preclude the Borrowers from Borrower's pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under this Agreement or any other agreement. None of any L/C Issuer, any Agent-Related Person, nor any of the respective correspondents, participants or assignees of such any L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.04(eSECTION 2.03(e); provided PROVIDED, HOWEVER, that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against any a L/C Issuer, and any such L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a the Borrower which such the Borrower proves were caused by such the L/C Issuer’s 's willful misconduct or gross negligence such or the L/C Issuer’s 's willful or grossly negligent failure to pay under any Letter of Credit issued by it after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a such Letter of Credit. In furtherance and not in limitation of the foregoing, the relevant any L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the relevant no L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit issued by it or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
Appears in 1 contract
Samples: Credit Agreement (Meritage Corp)
Role of L/C Issuer. Each Lender and the Borrowers Borrower agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the L/C Issuer, any the Administrative Agent-Related Person nor , any of their respective Related Parties or any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; , (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; misconduct or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The Borrowers Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrowers from Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under this Agreement or any other agreement. None of any the L/C Issuer, any the Administrative Agent-Related Person, nor any of their respective Related Parties or any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.04(e2.03(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against any the L/C Issuer, and any the L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a the Borrower which such the Borrower proves were caused by such the L/C Issuer’s willful misconduct or gross negligence such or the L/C Issuer’s willful or grossly negligent failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the relevant L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the relevant L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
Appears in 1 contract
Role of L/C Issuer. Each Lender and the Borrowers Anixter agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the L/C Issuer, the Administrative Agent, any Agent-of their respective Related Person Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The Borrowers Anixter hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrowers from Anixter's pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under this Agreement or any other agreement. None of any the L/C Issuer, the Administrative Agent, any Agent-of their respective Related Person, Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer, Issuer shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.04(e2.05(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers Anixter may have a claim against any the L/C Issuer, and any the L/C Issuer may be liable to the BorrowersAnixter, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a Borrower Anixter which such Borrower Anixter proves were caused by such the L/C Issuer’s 's willful misconduct or gross negligence such or the L/C Issuer’s 's willful or grossly negligent failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the relevant L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the relevant L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
Appears in 1 contract
Samples: Revolving Credit Agreement (Anixter International Inc)
Role of L/C Issuer. Each Lender and the Borrowers Borrower agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the L/C Issuer, any Agent-Related Person nor any of the respective correspondents, participants or assignees of such the L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The Borrowers Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrowers from Borrower's pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under this Agreement or any other agreement. None of any the L/C Issuer, any Agent-Related Person, Person nor any of the respective correspondents, participants or assignees of such the L/C Issuer, Issuer shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.04(e2.03(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against any the L/C Issuer, and any the L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a the Borrower which such the Borrower proves were caused by such the L/C Issuer’s 's willful misconduct or gross negligence such or the L/C Issuer’s 's willful or grossly negligent failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the relevant L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the relevant L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
Appears in 1 contract
Samples: Credit Agreement (Biltmore Surgery Center Holdings Inc)
Role of L/C Issuer. Each Lender and the Borrowers Borrower agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer shall not have any responsibility to obtain any 41 document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the L/C Issuer, the Administrative Agent, any Agent-of their respective Related Person Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The Borrowers Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrowers from Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under this Agreement or any other agreement. None of any the L/C Issuer, the Administrative Agent, any Agent-of their respective Related Person, Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer, Issuer shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.04(e2.03(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against any the L/C Issuer, and any the L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a the Borrower which such the Borrower proves were caused by such the L/C Issuer’s willful misconduct or gross negligence such or the L/C Issuer’s willful or grossly negligent failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the relevant L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the relevant L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
Appears in 1 contract
Role of L/C Issuer. Each Lender and the Borrowers Borrower agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the L/C Issuer, the Agent, any Agent-of their respective Related Person Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The Borrowers Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrowers from Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under this Agreement or any other agreement. None of any the L/C Issuer, the Agent, any Agent-of their respective Related Person, Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer, Issuer shall be liable or responsible for any of the matters described in clauses (i) through (viiviii) of Section 2.04(e2.03(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower and any applicable Subsidiary of the Borrower may have a claim against any the L/C Issuer, and any the L/C Issuer may be liable to the BorrowersBorrower and any applicable Subsidiary of the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a the Borrower or such Subsidiary which the Borrower or such Borrower Subsidiary proves were caused by such the L/C Issuer’s willful misconduct or gross negligence such or the L/C Issuer’s willful or grossly negligent failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the relevant L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the relevant L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. The L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication ("SWIFT") message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary. The L/C Issuer shall provide to the Agent a list of outstanding Letters of Credit (together with type, amounts and denominated currency) issued by it on a monthly basis.
Appears in 1 contract
Samples: Credit Agreement (Alexander & Baldwin Holdings, Inc.)
Role of L/C Issuer. Each Lender and the Borrowers Borrower agree that, in paying any drawing under a Letter of Credit, the relevant no L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any L/C Issuer, any No Agent-Related Person nor any L/C Issuer or any of the respective correspondents, participants or assignees of such any L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit Application. The Borrowers Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its the use of any Letter of Credit; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrowers Borrower from pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under this Agreement or any other agreement. None of any L/C Issuer, any No Agent-Related Person, nor any L/C Issuer or any of the respective correspondents, participants or assignees of such any L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.04(e2.03(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower -50- may have a claim against any the applicable L/C Issuer, and any the applicable L/C Issuer may be liable to the Borrowers, Borrower to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a the Borrower which such the Borrower proves were caused by such L/C Issuer’s willful misconduct or gross negligence or such L/C Issuer’s willful or grossly negligent failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the relevant each L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the relevant no L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
Appears in 1 contract
Role of L/C Issuer. Each Lender and the Borrowers agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the L/C Issuer, any Agent-Related Person nor any of the respective correspondents, participants or assignees of such the L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit Application. The Borrowers hereby assume all risks of the acts or omissions of any beneficiary or transferee with respect to its the use of any Letter of Credit; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrowers from Borrowers’ pursuing such rights and remedies as it they may have against the beneficiary or transferee at Law law or under this Agreement or any other agreement. None of any the L/C Issuer, any Agent-Related Person, nor any of the respective correspondents, participants or assignees of such the L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of the above Section 2.04(e)5; provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers may have a claim against any the L/C Issuer, and any the L/C Issuer may be liable to the Borrowers, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a Borrower Borrowers which such Borrower proves Borrowers prove were caused by such the L/C Issuer’s willful misconduct or gross negligence such or the L/C Issuer’s willful or grossly negligent failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the relevant L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the relevant L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
Appears in 1 contract
Samples: Credit Agreement (Behringer Harvard Opportunity REIT I, Inc.)
Role of L/C Issuer. Each Revolving Loan Lender and the Borrowers Borrower agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the L/C Issuer, the Administrative Agent, any Agent-of their respective Related Person Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer shall be liable to any Revolving Loan Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The Borrowers Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided that this assumption is not intended to, and shall not, preclude the Borrowers from Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under this Agreement or any other agreement. None of any the L/C Issuer, the Administrative Agent, any Agent-of their respective Related Person, Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer, Issuer shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.04(e2.03(e); provided that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against any the L/C Issuer, and any the L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a Borrower which such Borrower proves were caused by such the L/C Issuer’s willful misconduct or gross negligence such or the L/C Issuer’s willful or grossly negligent failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the relevant L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the relevant L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason, except to the extent that any errors with respect to the foregoing are found by a final, non-appealable judgment of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the L/C Issuer or failure of the L/C Issuer to use the standard of care specified in the UCC with respect to Letters of Credit.
Appears in 1 contract
Role of L/C Issuer. Each Revolving Credit Lender and the Borrowers Borrower agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any L/C Issuer, Administrative Agent, any Agent-of their respective Related Person Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer shall be liable to any Revolving Credit Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Revolving Credit Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The Borrowers Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrowers from Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under this Agreement or any other agreement. None of any L/C Issuer, Administrative Agent, any Agent-of their respective Related Person, Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer, Issuer shall be liable or responsible for any of the matters described in clauses (i) through (viiviii) of Section 2.04(e2.3(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against any L/C Issuer, and any L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a Borrower which such Borrower proves were caused by such L/C Issuer’s willful misconduct or gross negligence such or L/C Issuer’s willful or grossly negligent failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the relevant L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the relevant L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.
Appears in 1 contract
Samples: Credit Agreement (BG Staffing, Inc.)
Role of L/C Issuer. Each Lender and the Borrowers Borrower agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any 115 such document. None of any L/C Issuer, any Agent-Related Person nor any of the respective correspondents, participants or assignees of such L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit Application. The Borrowers Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided that this assumption is not intended to, and shall not, preclude the Borrowers Borrower from pursuing such rights and remedies as it may have against the beneficiary or transferee at Law or under this Agreement or any other agreement. None of any L/C Issuer, any Agent-Related Person, nor any of the respective correspondents, participants or assignees of such L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (viivi) of Section 2.04(e); provided that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against any L/C Issuer, and any L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to special, indirect, consequential or exemplary, punitive damages suffered by a the Borrower which such the Borrower proves were caused by such L/C Issuer’s willful misconduct or gross negligence or such L/C Issuer’s willful or grossly negligent failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of CreditCredit (as finally determined by a court of competent jurisdiction). In furtherance and not in limitation of the foregoing, the relevant L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the relevant L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Fidelity National Financial, Inc.)
Role of L/C Issuer. Each Lender and the Borrowers each Borrower agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the L/C Issuer, any Agent-Related Person nor any of the respective correspondents, participants or assignees of such the L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit Application. The Borrowers Each Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided that this assumption is not intended to, and shall not, preclude the Borrowers from such Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under this Agreement or any other agreement. None of any the L/C Issuer, any Agent-Related Person, nor any of the respective correspondents, participants or assignees of such the L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (viivi) of Section 2.04(e2.03(e); provided that anything in such clauses to the contrary notwithstanding, the Borrowers each Borrower may have a claim against any the L/C Issuer, and any the L/C Issuer may be liable to the Borrowerssuch Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a such Borrower which such Borrower proves were caused by such the L/C Issuer’s willful misconduct or gross negligence such or the L/C Issuer’s willful or grossly negligent failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the relevant L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the relevant L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
Appears in 1 contract
Samples: Credit Agreement (LEM America, Inc)
Role of L/C Issuer. Each Lender and the Borrowers Borrower agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the L/C Issuer, the Administrative Agent, any Agent-Related Person related parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The Borrowers Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrowers from Borrower's pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under this Agreement or any other agreement. None of any the L/C Issuer, the Administrative Agent, any Agent-of their respective Related Person, Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.04(e2.03(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against any the L/C Issuer, and any the L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a the Borrower which such the Borrower proves were caused by such the L/C Issuer’s 's willful misconduct or gross negligence such or the L/C Issuer’s 's willful or grossly negligent failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the relevant L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the relevant L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
Appears in 1 contract
Samples: Credit Agreement (Polymedica Corp)
Role of L/C Issuer. Each Revolving Lender and the Borrowers Borrower agree that, in paying any drawing under a Letter of Credit, the relevant applicable L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the such Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the applicable L/C Issuer, any Agent-Related Person nor any of the respective correspondents, participants or assignees of such L/C Issuer shall be liable to any Revolving Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required requisite Revolving Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit L/C Application. The Borrowers Borrower hereby assume assumes all risks of the acts or of omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided that this assumption is not intended to, and shall not, preclude the Borrowers Borrower from pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under this Agreement or any other agreement. None of any the applicable L/C Issuer, any Agent-Related Person, Person nor any of the respective correspondents, participants or assignees of such L/C Issuer, Issuer shall be liable or responsible for any of the matters described in clauses (i) through (vii) of Section 2.04(e2.05(e); provided that that, notwithstanding anything in such clauses to the contrary notwithstandingcontrary, the Borrowers Borrower may have a claim against any such L/C Issuer, and any such L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, direct (as opposed to indirect, special, punitive, consequential or exemplary, ) damages suffered by a the Borrower which such Borrower proves a court of competent jurisdiction determines in a final nonappealable judgment were caused by such L/C Issuer’s gross negligence or willful misconduct or gross negligence such L/C Issuer’s willful or grossly negligent failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the relevant applicable L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the relevant such L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
Appears in 1 contract
Role of L/C Issuer. Each Lender and the Borrowers Borrower agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the L/C Issuer, the Administrative Agent, any Agent-Related Person related parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The Borrowers Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrowers from Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under this Agreement or any other agreement. None of any the L/C Issuer, the Administrative Agent, any Agent-of their respective Related Person, Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.04(e2.03(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against any the L/C Issuer, and any the L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a the Borrower which such the Borrower proves were caused by such the L/C Issuer’s willful misconduct or gross negligence such or the L/C Issuer’s willful or grossly negligent failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the relevant L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the relevant L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
Appears in 1 contract
Role of L/C Issuer. Each Lender and the Borrowers Borrower agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the L/C Issuer, the Administrative Agent, any Agent-of their respective Related Person Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The Borrowers Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided that this assumption is not intended to, and shall not, preclude the Borrowers from Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee CHAR1\1907976v8 at Law or under this Agreement or any other agreement. None of any the L/C Issuer, the Administrative Agent, any Agent-of their respective Related Person, Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer, Issuer shall be liable or responsible for any of the matters described in clauses (i) through (viiviii) of Section 2.04(e2.03(e); provided that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against any the L/C Issuer, and any the L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a the Borrower which such the Borrower proves were caused by such the L/C Issuer’s willful misconduct or gross negligence such or the L/C Issuer’s willful or grossly negligent failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the relevant L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the relevant L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. The L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication “SWIFT” message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.
Appears in 1 contract
Samples: Credit Agreement (McGrath Rentcorp)
Role of L/C Issuer. Each Lender and the Borrowers Borrower agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the L/C Issuer, the Agent, any Agent-of their respective Related Person Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The Borrowers Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrowers from Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under this Agreement or any other agreement. None of any the L/C Issuer, the Agent, any Agent-of their respective Related Person, Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer, Issuer shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.04(e2.21(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against any the L/C Issuer, and any the L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a the Borrower which such the Borrower proves were caused by such the L/C Issuer’s willful misconduct or gross negligence such or the L/C Issuer’s willful or grossly negligent failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the relevant L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the relevant L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
Appears in 1 contract
Role of L/C Issuer. Each Lender and the Borrowers Company agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the L/C Issuer, any Agent-Related Person nor any of the respective correspondents, participants or assignees of such the L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders, the Required Lenders or the Required Revolving Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit Application. The Borrowers Company hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided that this assumption is not intended to, and shall not, preclude the Borrowers from Company’s pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under this Agreement or any other agreement. None of any the L/C Issuer, any Agent-Related Person, nor any of the respective correspondents, participants or assignees of such the L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (viivi) of Section 2.04(e2.03(e); provided that anything in such clauses to the contrary notwithstanding, the Borrowers Company may have a claim against any the L/C Issuer, and any the L/C Issuer may be liable to the BorrowersCompany, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a Borrower the Company which such Borrower the Company proves were caused by such the L/C Issuer’s willful misconduct or gross negligence such or the L/C Issuer’s willful or grossly negligent failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the relevant L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the relevant L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
Appears in 1 contract
Role of L/C Issuer. Each Lender and the Borrowers Borrower agree that, in paying any drawing under a Letter of Credit, the relevant no L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the L/C Issuer, any Agent-Related Person nor any of the respective correspondents, participants or assignees of such the L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The Borrowers Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrowers from Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under this Agreement or any other agreement. None of any L/C Issuer, any Agent-Related Person, nor any of the respective correspondents, participants or assignees of such any L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (viiv) of Section 2.04(e2.03(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against any a L/C Issuer, and any such L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a the Borrower which such the Borrower proves were caused by such the L/C Issuer’s willful misconduct or gross negligence such or the L/C Issuer’s willful or grossly negligent failure to pay under any Letter of Credit issued by it after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a such Letter of Credit. In furtherance and not in limitation of the foregoing, the relevant any L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the relevant no L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit issued by it or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
Appears in 1 contract
Role of L/C Issuer. Each Lender and the Borrowers Borrower agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the L/C Issuer, any Agent-Related Person nor any of the respective correspondents, participants or assignees of such the L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit Application. The Borrowers Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided that this assumption is not intended to, and shall not, preclude the Borrowers from Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at Law or under this Agreement or any other agreement. None of any the L/C Issuer, any Agent-Related Person, nor any of the respective correspondents, participants or assignees of such the L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (viivi) of Section 2.04(e2.03(e); provided that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against any the L/C Issuer, and any the L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a the Borrower which such the Borrower proves were caused by such the L/C Issuer’s willful misconduct misconduct, bad faith or gross negligence such or the L/C Issuer’s willful or grossly negligent or bad faith failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in AMERICAS/2023410772.1 2023410772.9 92 Credit Agreement limitation of the foregoing, the relevant L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the relevant L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
Appears in 1 contract
Samples: Credit Agreement (Sensata Technologies Holding PLC)
Role of L/C Issuer. Each Revolving Credit Lender and the Borrowers Borrower agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any L/C Issuer, Administrative Agent, any Agent-of their respective Related Person Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer shall be liable to any Revolving Credit Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Revolving Credit Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit ApplicationIssuer Document. The Borrowers Borrower hereby assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided provided, however, that this assumption is not intended to, and shall not, preclude the Borrowers from Xxxxxxxx’s pursuing such rights and remedies as it may have against the beneficiary or transferee at Law law or under this Agreement or any other agreement. None of any L/C Issuer, Administrative Agent, any Agent-[BGSF] Amended and Restated Credit Agreement of their respective Related Person, Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of such L/C Issuer, Issuer shall be liable or responsible for any of the matters described in clauses (i) through (viiviii) of Section 2.04(e2.3(e); provided provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers Borrower may have a claim against any L/C Issuer, and any L/C Issuer may be liable to the BorrowersBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a Borrower which such Borrower Xxxxxxxx proves were caused by such L/C Issuer’s willful misconduct or gross negligence such or L/C Issuer’s willful or grossly negligent failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the relevant L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the relevant L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.
Appears in 1 contract
Samples: Credit Agreement (Bgsf, Inc.)
