Agent Professionals. Agent may perform its duties through agents and employees. Agent may consult with and employ Agent Professionals, and shall be entitled to act upon, and shall be fully protected in any action taken in good faith reliance upon, any advice given by an Agent Professional. Agent shall not be responsible for the negligence or misconduct of any agents, employees or Agent Professionals selected by it with reasonable care.
Agent Professionals attorneys, accountants, appraisers, auditors, business valuation experts, environmental engineers or consultants, turnaround consultants, and other professionals and experts retained by Agent.
Agent Professionals. The Administrative Agent may perform its duties through agents and employees. The Administrative Agent may consult with and employ Agent Professionals, and shall be entitled to act upon, and shall be fully protected in any action taken in good faith reliance upon, any advice given by an Agent Professional. The Administrative Agent shall not be responsible for the negligence or misconduct of any agents, employees or Agent Professionals selected by it with reasonable care.
Agent Professionals attorneys, accountants, appraisers, auditors, business valuation experts, environmental engineers or consultants, turnaround consultants, and other professionals and experts retained by Agent. Anti-Terrorism Law: any law relating to terrorism or money laundering, including the Patriot Act. Applicable Law: all laws, rules, regulations and governmental guidelines applicable to the Person, conduct, transaction, agreement or matter in question, including all applicable statutory law, common law and equitable principles, and all provisions of constitutions, treaties, statutes, rules, regulations, orders and decrees of Governmental Authorities.
Agent Professionals. The Administrative Agent may perform its duties through agents and employees. The Administrative Agent may consult with and employ Agent Professionals, and shall be entitled to act upon, and shall be fully protected in any action taken in good faith reliance upon, any advice given by an Agent Professional. Each party to this Agreement acknowledges and agrees that the Administrative Agent may from time to time use one or more outside service providers for the tracking of all UCC financing statements (and/or other collateral related filings and registrations from time to time) required to be filed or recorded pursuant to the Loan Documents and the notification to the Administrative Agent, of, among other things, the upcoming lapse or expiration thereof, and that each of such service providers will be deemed to be acting at the request and on behalf of the Borrowers and the other Loan Parties. The Administrative Agent shall not be liable for any action taken or not taken by any such service provider. None of the Administrative Agent nor any of its Related Parties or Agent Professionals shall be liable to the Lenders for any action taken or omitted by the Administrative Agent under or in connection with any of the Loan Documents. The exculpatory, indemnification and other provisions of this Article VIII shall apply to the Administrative Agent, each Related Party of the Administrative Agent and each Agent Professional and shall apply, without limiting the foregoing, to their respective activities in connection with the syndication of the Revolver Facility provided for herein as well as activities as the Administrative Agent. The Administrative Agent shall not be responsible for the negligence or misconduct of any Related Party of the Administrative Agent or any Agent Professional, except to the extent that a court of competent jurisdiction determines in a final and nonappealable judgment that the Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub-agent.
Agent Professionals attorneys, accountants, appraisers, auditors, business valuation experts, environmental engineers or consultants, turnaround consultants, and other professionals and experts retained by Agent. Aggregate Borrowing Base: on any date of determination, the sum of the Tranche A Borrowing Base, plus the Tranche B Borrowing Base, minus the Accounts Reserve, minus the Inventory Reserve, minus the Availability Reserve, minus the Bank Product Reserve, provided, however, that no Reserve shall be duplicative of any factor to the extent that it is already reflected in the calculation of the Aggregate Borrowing Base, Tranche A Borrowing Base and/or Tranche B Borrowing Base. Agreement: this Second Amended and Restated Loan and Security Agreement, as the same may be amended, supplemented, amended and restated or otherwise modified from time to time.
Agent Professionals. Each Agent and each Collateral Agent may perform its duties through agents and employees. Each Agent and each Collateral Agent may consult with and employ Agent Professionals, and shall be entitled to act upon, and shall be fully protected in any action taken in good faith reliance upon, any advice given by an Agent Professional. No Agent nor any Collateral Agent shall be responsible for the negligence or misconduct of any agents, employees or Agent Professionals selected by it with reasonable care.
Agent Professionals attorneys, accountants, appraisers, auditors, environmental engineers or consultants, and other professionals and experts retained by the Agent. Agreement: as defined in the preamble. Alternative Currency: Euros, Canadian Dollars and Yen, together with each other currency (other than Dollars) that is approved in accordance with Section 1.11. Amended Credit Agreement: as defined in the preamble. Amendment: that certain Amendment No. 2 dated as of December 28, 2016, among the Borrowers, the Agent and certain Lenders party thereto.
Agent Professionals attorneys, accountants, appraisers, auditors, business valuation experts, environmental engineers or consultants, turnaround consultants, and other professionals and experts retained by Agent. Agreement Value: for each Hedging Agreement, on any date of determination, the maximum aggregate amount (giving effect to any netting agreements) that a Borrower or Subsidiary would be required to pay if such Hedging Agreement was terminated on such date. Allocable Amount: as defined in Section 5.10.3. Anti-Terrorism Law: any law relating to terrorism or money laundering, including the Patriot Act. Applicable Law: all laws, rules, regulations and governmental guidelines applicable to the Person, conduct, transaction, agreement or matter in question, including all applicable statutory law, common law and equitable principles, and all provisions of constitutions, treaties, statutes, rules, regulations, orders and decrees of Governmental Authorities.
Agent Professionals. Each of Agent and Australian Security Trustee may perform its duties through agents and employees. Each of Agent and Australian Security Trustee may consult with and employ Agent Professionals, and shall be entitled to act upon, and shall be fully protected in any action taken in good faith reliance upon, any advice given by an Agent Professional. Neither Agent nor Australian Security Trustee shall be responsible for the negligence or misconduct of any agents, employees or Agent Professionals selected by it with reasonable care.
