Common use of Liability of the Administrative Agent Clause in Contracts

Liability of the Administrative Agent. The Administrative Agent shall not (a) be liable for any action taken or omitted to be taken by it under or in connection with this Credit Agreement or any other Transaction Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final and non-appealable decision) or (b) be responsible in any manner to any of the Financing Parties or any other Person for any recital, statement, representation or warranty made by the Borrower or any Affiliate of the Borrower, or any officer thereof, contained in this Credit Agreement or in any other Transaction Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Credit Agreement or any other Transaction Document, or for the value of or title to any Collateral, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Credit Agreement or any other Transaction Document, or for any failure of the Borrower or any other party to any Transaction Document to perform its obligations hereunder or thereunder. The Administrative Agent shall not be under any obligation to any Secured Party to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Credit Agreement or any other Transaction Document, or to inspect the Properties, books or records of the Borrower or any Affiliate of the Borrower.

Liability of the Administrative Agent. The Administrative Agent No Agent-Related Person shall not (a) be liable for any action taken or omitted to be taken by it any of them under or in connection with this Credit Agreement or any other Transaction Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final and non-appealable decision) connection with its duties expressly set forth herein), or (b) be responsible in any manner to any of the Financing Parties Lender or any other Person participant for any recital, statement, representation or warranty made by the Borrower or any Affiliate of the Borrower, Loan Party or any officer thereof, contained in this Credit Agreement herein or in any other Transaction Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Credit Agreement or any other Transaction Loan Document, or for the value of or title to any Collateral, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Credit Agreement or any other Transaction Loan Document, or for any failure of the Borrower any Loan Party or any other party to any Transaction Loan Document to perform its obligations hereunder or thereunder. The Administrative Agent No Agent-Related Person shall not be under any obligation to any Secured Party Lender or participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Credit Agreement or any other Transaction Loan Document, or to inspect the Propertiesproperties, books or records of the Borrower any Loan Party or any Affiliate of the Borrowerthereof.

Liability of the Administrative Agent. The Administrative Agent shall not (a) Neither the Administrative Agent nor any of its officers, directors, employees, agents, advisors, attorneys-in-fact or affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it under or such Person under, or in connection with with, this Credit Agreement or any other Transaction Fundamental Document or the transactions contemplated hereby (except for to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final and non-appealable decisionmisconduct) or (bii) be responsible in any manner to any of the Financing Parties or any other Person Lenders for any recitalrecitals, statementstatements, representation representations or warranty warranties made by the Borrower or any Affiliate of the Borrower, other Loan Party or any officer thereof, thereof contained in this Credit Agreement or in any other Transaction Document, Fundamental Document or in any certificate, report, statement or other document referred to or provided for in, or received by by, the Administrative Agent under under, or in connection with, this Credit Agreement or any other Transaction Document, Fundamental Document or for the value of or title to any Collateralvalue, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Credit Agreement or any other Transaction Document, or Fundamental Document for any failure of the Borrower or any other party to any Transaction Document Loan Party to perform its obligations hereunder or thereunder. The Administrative Agent shall not be under any obligation to any Secured Party Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Credit Agreement or any other Transaction Fundamental Document, or to inspect the Propertiesproperties, books or records of the Borrower or any Affiliate of the Borrowerother Loan Party.

Liability of the Administrative Agent. The Administrative Agent and any other Agent-Related Persons shall not (a) be liable for any action taken or omitted to be taken by it any of them under or in connection with this Credit Agreement or any other Transaction Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final and non-appealable decision) misconduct), or (b) be responsible in any manner to any of the Financing other Secured Parties or any other Person for any recital, statement, representation or warranty made by the Borrower or any Affiliate of the Borrower, or any officer thereof, contained in this Credit Agreement or in any other Transaction Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Credit Agreement or any other Transaction Document, or for the value of or title to any Collateral, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Credit Agreement or any other Transaction Document, or for any failure of the Borrower or any other party to any Transaction Document to perform its obligations hereunder or thereunder. The Administrative Agent and any other Agent-Related Person shall not be under any obligation to any Secured Party to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Credit Agreement or any other Transaction Document, or to inspect the Properties, books or records of the Borrower or any Affiliate of the Borrower.

Liability of the Administrative Agent. The Administrative Agent and any other Agent-Related Persons shall not (a) be liable for any action taken or omitted to be taken by it any of them under or in connection with this Credit Agreement or any other Transaction Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final and non-appealable decision) misconduct), or (b) be responsible in any manner to any of the Financing other Secured Parties or any other Person for any recital, statement, representation or warranty made by the either Borrower or any Affiliate of the either Borrower, or any officer thereof, contained in this Credit Agreement or in any other Transaction Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Credit Agreement or any other Transaction Document, or for the value of or title to any Collateral, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Credit Agreement or any other Transaction Document, or for any failure of the either Borrower or any other party to any Transaction Document to perform its obligations hereunder or thereunder. The Administrative Agent and any other Agent-Related Person shall not be under any obligation to any Secured Party to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Credit Agreement or any other Transaction Document, or to inspect the Properties, books or records of the either Borrower or any Affiliate of the either Borrower.

Liability of the Administrative Agent. The None of the Administrative Agent Agent-Related Persons shall not (ai) be liable for any action taken or omitted to be taken by it any of them under or in connection with this Credit Loan Agreement or any other Transaction Operative Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct or as determined by a court of competent jurisdiction otherwise provided in a final and non-appealable decision) the Security Agreement), or (bii) be responsible in any manner to any of the Financing Parties or any other Person Lenders for any recital, statement, representation or warranty made by the Borrower or any Subsidiary or Affiliate of the Borrower, or any officer thereof, contained in this Credit Loan Agreement Loan Agreement or in any other Transaction Operative Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Credit Loan Agreement or any other Transaction Operative Document, or for the value of or title to any Collateral, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Credit Loan Agreement or any other Transaction Operative Document, or for any failure of the Borrower or any other party to any Transaction Operative Document to perform its obligations hereunder or thereunder. The No Administrative Agent Agent-Related Person shall not be under any obligation to any Secured Party Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Credit Loan Agreement or any other Transaction Operative Document, or to inspect the Propertiesproperties, books or records of the Borrower or any Affiliate of the Borrower's Subsidiaries or Affiliates.