Common use of No Advisory or Fiduciary Responsibility Clause in Contracts

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Loan Parties acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers and the Lenders are arm’s-length commercial transactions between the Loan Parties and their Affiliates, on the one hand, and the Administrative Agent, the Arrangers and the Lenders, on the other hand, (B) each of the Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Loan Parties is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arrangers and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, any Arranger nor any Lender has any obligation to the Loan Parties or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Arrangers, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties and their respective Affiliates, and neither the Administrative Agent, any Arranger nor any Lender has any obligation to disclose any of such interests to the Loan Parties and their respective Affiliates. To the fullest extent permitted by Law, each of the Loan Parties hereby waives and releases any claims that it may have against the Administrative Agent, any Arranger or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 17 contracts

Sources: Credit Agreement (Newmark Group, Inc.), Credit Agreement (BGC Group, Inc.), Delayed Draw Term Loan Credit Agreement (Newmark Group, Inc.)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Documentloan document executed or delivered in connection herewith), each of the Loan Parties Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers and the Lenders are arm’s-length commercial transactions between the Loan Parties Borrower and their its Affiliates, on the one hand, and the Administrative Agent, the Arrangers and the Lenders, on the other hand, (B) each of the Loan Parties Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Loan Parties Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documentsloan documents executed or delivered in connection herewith; (ii) (A) the Administrative Agent, the Arrangers each Lender and the Lenders each Arranger is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties Borrower or any of their respective its Affiliates, or any other Person and (B) neither none of the Administrative Agent, nor any Arranger nor or any Lender has any obligation to the Loan Parties Borrower or any of their respective its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documentsloan documents executed or delivered in connection herewith; and (iii) the Administrative Agent, the Arrangers, the Arrangers and Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties Borrower and their respective its Affiliates, and neither none of the Administrative Agent, any Arranger nor or any Lender has any obligation to disclose any of such interests to the Loan Parties and their respective Borrower or its Affiliates. To the fullest extent permitted by Lawlaw, each of the Loan Parties Borrower hereby waives and releases any claims that it may have against the Administrative Agent, any Arranger or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 10 contracts

Sources: 364 Day Revolving Credit Agreement (Enterprise Products Partners L.P.), 364 Day Revolving Credit Agreement (Enterprise Products Partners L.P.), Revolving Credit Agreement (Enterprise Products Partners L.P.)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Loan Parties acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (Aa)(i) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers and the Lenders are arm’s-length commercial transactions between the Loan Parties and their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers Arrangers, and the Lenders, on the other hand, (Bii) each of the Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (Ciii) each of the Loan Parties is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (Ab)(i) the Administrative Agent, the Arrangers each Arranger and the Lenders each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties or any of their respective Affiliates, or any other Person and (Bii) neither none of the Administrative Agent, any Arranger nor or any Lender has any obligation to the Loan Parties or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iiic) the Administrative Agent, the Arrangers, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties and their respective Affiliates, and neither none of the Administrative Agent, any Arranger nor or any Lender has any obligation to disclose any of such interests to the Loan Parties and their respective Affiliates. To the fullest extent permitted by Law, each of the Loan Parties hereby waives and releases any claims that it may have against the Administrative Agent, any Arranger or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 9 contracts

Sources: Credit Agreement (Docusign, Inc.), Credit Agreement (Guidewire Software, Inc.), Credit Agreement (Docusign, Inc.)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Loan Parties Borrower and Holdings acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: agrees that (i) (A) the arranging and other services regarding this Agreement provided by the Administrative AgentAgents, the Arrangers and the Lenders are arm’s-length commercial transactions between the Loan Parties Borrower, Holdings and their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers and the Lenders, on the other hand, (B) each of the Loan Parties Borrower and Holdings has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Loan Parties Borrower and Holdings is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative each Agent, the Arrangers Arranger and the Lenders each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties Borrower, Holdings or any of their respective Affiliates, or any other Person and (B) neither none of the Administrative AgentAgents, any Arranger the Arrangers nor any Lender has any obligation to the Loan Parties Borrower, Holdings or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative AgentAgents, the Arrangers, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties Borrower, Holdings and their respective Affiliates, and neither none of the Administrative AgentAgents, any Arranger the Arrangers nor any Lender has any obligation to disclose any of such interests to the Loan Parties and Borrower, Holdings or any of their respective Affiliates. To the fullest extent permitted by Lawlaw, each of the Loan Parties Borrower and Holdings hereby waives and releases any claims that it may have against the Administrative AgentAgents, any Arranger the Arrangers or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 9 contracts

Sources: Credit Agreement (WideOpenWest, Inc.), Credit Agreement (WideOpenWest, Inc.), Credit Agreement (Ensemble Health Partners, Inc.)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Company and each of the Loan Parties other Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers Agent and the Lenders Arranger are arm’s-length commercial transactions between the Loan Parties Borrowers and their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers Agent and the LendersArranger, on the other hand, (B) each of the Loan Parties Company and the other Borrowers has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Loan Parties Company and the other Borrowers is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arrangers Agent and the Lenders Arranger each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties Company, any other Borrower or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, any Agent nor the Arranger nor any Lender has any obligation to the Loan Parties Company, any other Borrower or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, Agent and the Arrangers, the Lenders Arranger and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties Company and the other Borrowers and their respective Affiliates, and neither the Administrative Agent, any Agent nor the Arranger nor any Lender has any obligation to disclose any of such interests to the Loan Parties and Company, any other Borrower or any of their respective Affiliates. To the fullest extent permitted by Lawlaw, each of the Loan Parties Company and the other Borrowers hereby waives and releases any claims that it may have against the Administrative Agent, any Agent and the Arranger or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 7 contracts

Sources: Credit Agreement (Asbury Automotive Group Inc), Credit Agreement (Asbury Automotive Group Inc), Credit Agreement (Asbury Automotive Group Inc)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Loan Parties Borrowers acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers Arranger and the Lenders Lenders, are arm’s-length commercial transactions between the Loan Parties Borrowers and their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers Arranger and the Lenders, on the other hand, (B) each of the Loan Parties Borrowers has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Loan Parties Borrowers is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arrangers each Arranger and the Lenders each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties Borrowers or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, any Arranger nor any Lender has any obligation to the Loan Parties Borrowers or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Arrangers, Arranger and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties Borrowers and their respective Affiliates, and neither the Administrative Agent, any Arranger nor any Lender has any obligation to disclose any of such interests to the Loan Parties and Borrowers or any of their respective Affiliates. To the fullest extent permitted by Lawlaw, each of the Loan Parties Borrowers hereby waives and releases any claims that it may have against the Administrative Agent, any the Arranger or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 7 contracts

Sources: Term Loan Agreement (Potlatchdeltic Corp), Term Loan Agreement (Potlatchdeltic Corp), Term Loan Agreement (Potlatchdeltic Corp)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Loan Parties acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative AgentAgent and the Arranger, the Arrangers and the Lenders are arm’s-length commercial transactions between the Loan Parties and their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers Arranger and the Lenders, on the other hand, (B) each of the Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Loan Parties is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arrangers Arranger and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, any the Arranger nor any Lender has any obligation to the Loan Parties or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the ArrangersArranger, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties and their respective Affiliates, and neither the Administrative Agent, any the Arranger nor any Lender has any obligation to disclose any of such interests to the Loan Parties and their respective Affiliates. To the fullest extent permitted by Law, each of the Loan Parties hereby waives and releases any claims that it may have against the Administrative Agent, any the Arranger or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 7 contracts

Sources: Credit Agreement (Green Plains Inc.), Credit Agreement (Green Plains Partners LP), Credit Agreement (Green Plains Inc.)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction Transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Loan Parties Borrower acknowledges and agrees, and acknowledges its AffiliatesSubsidiaries’ understanding, that: (ia) (Ai) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers Arrangers, and the Lenders are arm’s-length commercial transactions between the Loan Parties Borrower and their its Affiliates, on the one hand, and the Administrative Agent, the Arrangers and the Lenders, on the other hand, (Bii) each of the Loan Parties Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (Ciii) each of the Loan Parties Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions Transactions contemplated hereby and by the other Loan Documents; (iib) (Ai) each of the Administrative Agent, the Arrangers and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties Borrower or any of their respective Affiliatesits Subsidiaries, or any other Person and (Bii) neither the Administrative Agent, any Arranger nor any Lender has any obligation to the Loan Parties Borrower or any of their respective its Affiliates with respect to the transactions Transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iiic) the Administrative Agent, the Arrangers, each Arranger and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties Borrower and their respective its Affiliates, and neither none of the Administrative AgentAgent , any Arranger nor or any Lender has any obligation to disclose any of such interests to the Loan Parties and their respective Borrower or its Affiliates. To the fullest extent permitted by LawThe Borrower, on behalf of itself and each of its Subsidiaries and Affiliates, agrees that nothing in the Loan Parties hereby waives and releases any claims that it may have against Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between the Administrative Agent, any Arranger or any Lender with respect to Lender, on the one hand, and the Borrower, any breach of its Subsidiaries, or alleged breach of agency their respective equityholders or fiduciary duty in connection with any aspect of any transaction contemplated herebyAffiliates, on the other.

Appears in 7 contracts

Sources: Term Loan Agreement (Uber Technologies, Inc), Term Loan Agreement (Uber Technologies, Inc), Term Loan Agreement (Uber Technologies, Inc)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Loan Parties Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers Arranger, the Lenders and the Lenders other Lead Arrangers are arm’s-length commercial transactions between the Loan Parties Borrower and their its Affiliates, on the one hand, and the Administrative Agent, the Arrangers Lenders and the LendersLead Arrangers, on the other hand, (B) each of the Loan Parties Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Loan Parties Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arrangers each Lender and the Lenders each Lead Arranger each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties Borrower or any of their respective its Affiliates, or any other Person and (B) neither the Administrative Agent, any Arranger Lender nor any Lender Lead Arranger has any obligation to the Loan Parties Borrower or any of their respective its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Arrangers, Lenders and the Lenders Lead Arrangers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties Borrower and their respective its Affiliates, and neither the Administrative Agent, any Arranger Lender nor any Lender Lead Arranger has any obligation to disclose any of such interests to the Loan Parties and their respective Borrower or its Affiliates. To the fullest extent permitted by Lawlaw, each of the Loan Parties Borrower hereby waives and releases any claims that it may have against the Administrative Agent, any Arranger or any Lender the Lenders and the Lead Arrangers with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 6 contracts

Sources: Credit Agreement (Hcp, Inc.), Credit Agreement (Hcp, Inc.), Credit Agreement (Hcp, Inc.)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Loan Parties Borrower acknowledges and agrees, and acknowledges its Affiliates’ Affiliates understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers Lenders and the Lenders Arrangers are arm’s-length commercial transactions between the Loan Parties Borrower and their its Affiliates, on the one hand, and the Administrative Agent, the Arrangers Lenders and the LendersArrangers, on the other hand, (B) each of the Loan Parties Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, appropriate and (C) each of the Loan Parties Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arrangers each Lender and the Lenders each Arranger is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary fiduciary, for the Loan Parties Borrower or any of their respective its Affiliates, stockholders, creditors or employees or any other Person and (B) neither the Administrative Agent, any Arranger Agent nor any Lender or Arranger has any obligation to the Loan Parties Borrower or any of their respective its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Arrangers, Lenders and the Lenders Arrangers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties Borrower and their respective its Affiliates, and neither the Administrative Agent, any Arranger Agent nor any Lender or Arranger has any obligation to disclose any of such interests to the Loan Parties and their respective Borrower or its Affiliates. To the fullest extent permitted by Lawlaw, each of the Loan Parties Borrower hereby waives and releases any claims that it may have against the Administrative Agent, any Arranger Agent or any Lender or Arranger with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 6 contracts

Sources: Credit Agreement (Sonoco Products Co), Credit Agreement (Sonoco Products Co), Credit Agreement (Sonoco Products Co)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Loan Parties acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers Arranger, and the Lenders are arm’s-length commercial transactions between the Loan Parties and their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers Arranger and the Lenders, on the other hand, (B) each of the Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Loan Parties is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arrangers Arranger and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties or any of their respective Affiliates, or any other Person and (B) neither the Administrative AgentAgent , any the Arranger nor any Lender has any obligation to the Loan Parties or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Arrangers, Arranger the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties and their respective Affiliates, and neither the Administrative Agent, any the Arranger nor any Lender has any obligation to disclose any of such interests to the Loan Parties and their respective Affiliates. To the fullest extent permitted by Law, each of the Loan Parties hereby waives and releases any claims that it may have against the Administrative Agent, any the Arranger or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 6 contracts

Sources: Credit Agreement (Ciner Resources LP), Credit Agreement (Ciner Resources LP), Credit Agreement (Ciner Resources LP)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan DocumentDocument or any syndication of the credit facility provided hereunder), each of the Loan Parties Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, agrees that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative AgentAgents, the Arrangers and the Lenders are arm’s-length commercial transactions between the Loan Parties Borrower and their its Affiliates, on the one hand, and the Administrative AgentAgents, the Arrangers and the Lenders, and each of their respective Affiliates, on the other hand, (B) each of the Loan Parties it has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Loan Parties it is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) each of the Administrative AgentAgents, the Arrangers Arrangers, the Lenders and the Lenders each is and Borrower has been acting solely under this Agreement and the other Loan Documents as a principal and, except as expressly agreed in writing by the relevant parties, independent contractors and has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties or any other party hereto, any Affiliates of their respective Affiliatesany other party hereto, or any other Person and (B) neither none of the Administrative AgentAgents, any Arranger nor any Lender the Arrangers, the Lenders or the Borrower has any obligation to the Loan Parties each other or any of to their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative AgentAgents, the Arrangers, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties Borrower and their respective its Affiliates, and neither none of the Administrative AgentAgents, any Arranger nor any Lender the Arrangers or the Lenders has any obligation to disclose any of such interests to the Loan Parties and their respective Borrower or its Affiliates. To the fullest extent permitted by Lawlaw, each of the Loan Parties Agents, the Arrangers, the Lenders and the Borrower hereby waives waive and releases release any claims that it they may have against the Administrative Agent, any Arranger or any Lender each other with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby. Each of the Agent and the Lenders acknowledges and agrees that it has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate.

Appears in 6 contracts

Sources: Credit Agreement (DTE Electric Co), Credit Agreement (DTE Electric Co), Credit Agreement (DTE Electric Co)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Loan Parties acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers Arranger and the Lenders are arm’s-length commercial transactions between the Loan Parties and their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers Arranger and the Lenders, on the other hand, (B) each of the Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Loan Parties is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arrangers Arranger and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, any the Arranger nor any Lender has any obligation to the Loan Parties or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the ArrangersArranger, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties and their respective Affiliates, and neither the Administrative Agent, any the Arranger nor any Lender has any obligation to disclose any of such interests to the Loan Parties and their respective Affiliates. To the fullest extent permitted by Law, each of the Loan Parties hereby waives and releases any claims that it may have against the Administrative Agent, any the Arranger or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 6 contracts

Sources: Credit Agreement (Grand Canyon Education, Inc.), Credit Agreement (Grand Canyon Education, Inc.), Credit Agreement (Grand Canyon Education, Inc.)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Loan Parties acknowledges and agrees, agrees (on behalf of itself and acknowledges its Affiliates’ understanding), that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers Arranger and the Lenders are arm’s-length commercial transactions between the Loan Parties and their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers Arranger and the Lenders, on the other hand, (B) each of the Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Loan Parties is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arrangers Arranger and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, any the Arranger nor any Lender has any obligation to the Loan Parties or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the ArrangersArranger, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties and their respective Affiliates, and neither the Administrative Agent, any the Arranger nor any Lender has any obligation to disclose any of such interests to the Loan Parties and their respective Affiliates. To the fullest extent permitted by Law, each Each of the Loan Parties hereby waives and releases any claims agrees that it may have against will not claim that any of the Administrative Agent, any the Arranger or any Lender with respect to any breach or alleged breach of agency or Lenders and their respective affiliates owes a fiduciary duty or similar duty to it in connection with any aspect of any transaction contemplated hereby.

Appears in 5 contracts

Sources: Credit Agreement (Lamb Weston Holdings, Inc.), Credit Agreement (Lamb Weston Holdings, Inc.), Credit Agreement (Lamb Weston Holdings, Inc.)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Loan Parties acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers Lenders and the Lenders Arrangers, are arm’s-length commercial transactions between the Loan Parties and their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers Lenders and the LendersArrangers, on the other hand, (B) each of the Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Loan Parties is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arrangers Lenders and the Lenders Arrangers each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the any Loan Parties Party or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, Agent nor any Arranger nor any or Lender has any obligation to the any Loan Parties Party or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Arrangers, Lenders and the Lenders Arrangers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties and their respective Affiliates, and neither the Administrative Agent, Agent nor any Arranger nor any or Lender has any obligation to disclose any of such interests to the Loan Parties and their respective Affiliates. To the fullest extent permitted by Law, each Each of the Loan Parties hereby waives and releases any claims agrees that it may have against will not claim that any of the Administrative Agent, the Lender, the Arrangers or their respective Affiliates has rendered advisory services of any Arranger nature or any Lender with respect to any breach or alleged breach of agency or owes fiduciary duty in connection with any aspect respect of any transaction contemplated hereby.

Appears in 5 contracts

Sources: Credit Agreement (RR Donnelley & Sons Co), Credit Agreement (RR Donnelley & Sons Co), Credit Agreement (RR Donnelley & Sons Co)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Loan Parties acknowledges and agrees, and acknowledges its Affiliatesthe other Loan Parties’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers Arranger and the Lenders are arm’s-length commercial transactions between the Loan Parties and their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers Arranger and the Lenders, on the other hand, (B) each of the Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Loan Parties is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arrangers Arranger and the Lenders each Lender each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, any the Arranger nor any Lender has any obligation to the Loan Parties or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the ArrangersArranger, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties and their respective Affiliates, and neither the Administrative Agent, any the Arranger nor any Lender lender has any obligation to disclose any of such interests to the Loan Parties and their respective Affiliates. To the fullest extent permitted by Law, each of the Loan Parties hereby waives and releases any claims that it may have against the Administrative Agent, any the Arranger or any and each Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 5 contracts

Sources: Fifth Amendment to Fourth Amended and Restated Credit Agreement (Greenbrier Companies Inc), Credit Agreement (Greenbrier Companies Inc), Credit Agreement (Greenbrier Companies Inc)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby by any Credit Document, Loan Parties acknowledge and agree that (including in connection with a)(i) this credit facility and any amendment, waiver related arranging or other modification hereof or of any other Loan Document), each of the Loan Parties acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers and the Lenders any Lender, any of their Affiliates or any arranger are arm’s-length commercial transactions between the Loan Parties and their Affiliates, on the one hand, and the Administrative Agent, the Arrangers and the Lenders, on the other hand, such Person; (Bii) each of the Loan Parties has have consulted its their own legal, accounting, regulatory and tax advisors to the extent it has they have deemed appropriate, ; and (Ciii) each of the Loan Parties is are capable of evaluating, and understands understand and acceptsaccept, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Credit Documents; (iib) (A) the Administrative each of Agent, the Arrangers Lenders, their Affiliates and the Lenders each any arranger is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties or Parties, any of their respective Affiliates, Affiliates or any other Person Person, and (B) neither the Administrative Agent, any Arranger nor any Lender has any no obligation to the Loan Parties or any of their respective Affiliates with respect to the transactions contemplated hereby by the Loan Documents except those obligations as expressly set forth herein and in the other Loan Documentstherein; and (iiic) the Administrative Agent, the ArrangersLenders, the Lenders their Affiliates and their respective Affiliates any arranger may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties and their respective Affiliates, and neither the Administrative Agent, any Arranger nor any Lender has any have no obligation to disclose any of such interests to the Loan Parties and or their respective Affiliates. To the fullest extent permitted by Applicable Law, each of the Loan Parties Party hereby waives and releases any claims that it may have against the Administrative Agent, Lenders, their Affiliates and any Arranger or any Lender arranger with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated herebyby a Loan Document.

Appears in 5 contracts

Sources: Abl Credit Agreement (WillScot Holdings Corp), Abl Credit Agreement (WillScot Mobile Mini Holdings Corp.), Abl Credit Agreement (WillScot Mobile Mini Holdings Corp.)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Loan Parties Borrowers acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers and the Lenders Lenders, are arm’s-length commercial transactions between the Loan Parties Borrowers and their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers and the Lenders, on the other hand, (B) each of the Loan Parties Borrowers has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Loan Parties Borrowers is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arrangers each Arranger and the Lenders each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties Borrowers or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, any Arranger nor any Lender has any obligation to the Loan Parties Borrowers or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Arrangers, Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties Borrowers and their respective Affiliates, and neither the Administrative Agent, any Arranger nor any Lender has any obligation to disclose any of such interests to the Loan Parties and Borrowers or any of their respective Affiliates. To the fullest extent permitted by Lawlaw, each of the Loan Parties Borrowers hereby waives and releases any claims that it may have against the Administrative Agent, any Arranger the Arrangers or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 5 contracts

Sources: Credit Agreement (Potlatchdeltic Corp), Credit Agreement (Potlatchdeltic Corp), Credit Agreement (Potlatch Corp)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Loan Parties Borrower and Holdings acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: agrees that (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers Lead Arrangers, the Bookrunners, the Issuing Banks and the Lenders are arm’s-length commercial transactions between the Loan Parties Borrower, Holdings and their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers Lead Arrangers, the Bookrunners, the Issuing Banks and the Lenders, Lenders on the other hand, (B) each of the Loan Parties Borrower and Holdings has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Loan Parties Borrower and Holdings is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) each of the Administrative Agent, the Arrangers Lead Arrangers, the Bookrunners, the Issuing Banks and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, not and will not be acting as an advisor, agent or fiduciary for the Loan Parties or Borrower, Holdings, any of their respective Affiliates, Affiliates or any other Person and (B) neither none of the Administrative Agent, any Arranger nor any Lender the Lead Arrangers, the Bookrunners, the Issuing Banks and the Lenders has any obligation to the Loan Parties Borrower, Holdings or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Lead Arrangers, the Bookrunners, the Issuing Banks and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties Borrower, Holdings and their respective Affiliates, and neither none of the Administrative Agent, any Arranger nor any Lender the Lead Arrangers, the Bookrunners, the Issuing Banks and the Lenders has any obligation to disclose any of such interests to the Loan Parties and Borrower, Holdings or any of their respective Affiliates. To the fullest extent permitted by Lawlaw, each of the Loan Parties Borrower and Holdings hereby waives and releases any claims that it may have against the Administrative Agent, any Arranger or any Lender the Lead Arrangers, the Bookrunners, the Issuing Banks and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 5 contracts

Sources: Credit Agreement (E2open Parent Holdings, Inc.), Credit Agreement (E2open Parent Holdings, Inc.), Amendment No. 1 (Tenable Holdings, Inc.)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Loan Parties acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers MLPFS and the Lenders are arm’s-length commercial transactions between the Loan Parties and their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers MLPFS, and the Lenders, on the other hand, (B) each of the Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Loan Parties is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arrangers MLPFS and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, any Arranger MLPFS, nor any Lender has any obligation to the Loan Parties or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the ArrangersMLPFS, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties and their respective Affiliates, and neither the Administrative Agent, any Arranger MLPFS, nor any Lender has any obligation to disclose any of such interests to the Loan Parties and their respective Affiliates. To the fullest extent permitted by Law, each of the Loan Parties hereby waives and releases any claims that it may have against the Administrative Agent, any Arranger MLPFS or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 5 contracts

Sources: Receivables Funding and Administration Agreement (Synnex Corp), Credit Agreement (Synnex Corp), Credit Agreement (Synnex Corp)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Borrowers and the other Loan Parties acknowledges acknowledge and agrees, and acknowledges its Affiliates’ understanding, agree that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, Agent and the Arrangers and the Lenders are arm’s-length commercial transactions between the Borrowers, the other Loan Parties and their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers Agent and the LendersArrangers, on the other hand, (B) each of the Borrowers and the other Loan Parties has have consulted its their own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriateappropriate by such Loan Parties, and (C) each of the Borrowers and the other Loan Parties is are capable of evaluating, and understands understand and acceptsaccept, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, Agent and the Arrangers and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrowers, the other Loan Parties or any of Parties, their respective Affiliates, Affiliates or any other Person and (B) neither the Administrative Agent, any Arranger Agent nor any Lender has the Arrangers have any obligation to the Borrowers, the other Loan Parties or any of their respective its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, Agent and the Arrangers, the Lenders Arrangers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties Borrowers and their respective Affiliates, and neither the Administrative Agent, any Arranger Agent nor any Lender has the Arrangers have any obligation to disclose any of such interests to the Loan Parties and Borrowers or their respective Affiliates. To the fullest extent permitted by Lawlaw, the Borrowers and each of the other Loan Parties Party hereby waives and releases any claims that it may have against the Administrative Agent, any Arranger or any Lender Agent and the Arrangers with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 4 contracts

Sources: Asset Based Revolving Credit Agreement (Alpha Metallurgical Resources, Inc.), Asset Based Revolving Credit Agreement (Contura Energy, Inc.), Asset Based Revolving Credit Agreement (Contura Energy, Inc.)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction Transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Loan Parties Borrower acknowledges and agrees, and acknowledges its AffiliatesSubsidiaries’ understanding, that: (ia) (Ai) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers and the Lenders are arm’s-length commercial transactions between the Loan Parties Borrower and their its Affiliates, on the one hand, and the Administrative Agent, the Arrangers and the Lenders, on the other hand, (Bii) each of the Loan Parties Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (Ciii) each of the Loan Parties Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions Transactions contemplated hereby and by the other Loan Documents; (iib) (Ai) each of the Administrative Agent, the Arrangers and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties Borrower or any of their respective Affiliatesits Subsidiaries, or any other Person and (Bii) neither the Administrative Agent, any Arranger nor any Lender has any obligation to the Loan Parties Borrower or any of their respective its Affiliates with respect to the transactions Transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iiic) the Administrative Agent, the Arrangers, each Arranger and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties Borrower and their respective its Affiliates, and neither none of the Administrative Agent, any Arranger nor or any Lender has any obligation to disclose any of such interests to the Loan Parties and their respective Borrower or its Affiliates. To the fullest extent permitted by LawThe Borrower, on behalf of itself and each of its Subsidiaries and Affiliates, agrees that nothing in the Loan Parties hereby waives and releases any claims that it may have against Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between the Administrative Agent, any Arranger or any Lender with respect to Lender, on the one hand, and the Borrower, any breach of its Subsidiaries, or alleged breach of agency their respective equityholders or fiduciary duty in connection with any aspect of any transaction contemplated herebyAffiliates, on the other.

Appears in 4 contracts

Sources: Revolving Credit Agreement (Netflix Inc), Revolving Credit Agreement (Netflix Inc), Revolving Credit Agreement (Netflix Inc)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Borrowers and the other Loan Parties acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (ia) (Ai) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers Arrangers, the L/C Issuer and the Lenders Lenders, are arm’s-length commercial transactions between the Borrowers, the other Loan Parties and their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers Arrangers, the L/C Issuer and the Lenders, on the other hand, (Bii) each of Parent and the other Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (Ciii) each of Parent and each of the other Loan Parties is are capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (iib) (Ai) the Administrative Agent, the Arrangers Arrangers, the L/C Issuer and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrowers, the other Loan Parties or any of their respective Affiliates, or any other Person Person; and (Bii) neither the Administrative Agent, any Arranger the Arrangers, the L/C Issuer nor any Lender has the Lenders have any obligation to the Borrowers, the other Loan Parties or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iiic) the Administrative Agent, the Arrangers, the L/C Issuer, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of Parent, the other Loan Parties and their respective Affiliates, and neither the Administrative Agent, any Arranger the Arrangers, the L/C Issuer nor any Lender has the Lenders have any obligation to disclose any of such interests to the Borrowers, the other Loan Parties and or any of their respective Affiliates. To the fullest extent permitted by Lawlaw, each of the Borrowers and each of the other Loan Parties hereby waives waive and releases release any claims that it may have against the Administrative Agent, any Arranger or any Lender the Arrangers, the L/C Issuer and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 4 contracts

Sources: Credit Agreement (OUTFRONT Media Inc.), Credit Agreement (OUTFRONT Media Inc.), Credit Agreement (OUTFRONT Media Inc.)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Loan Parties acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers Arranger and the Lenders are arm’s-length commercial transactions between the Loan Parties and their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers Arranger, and the Lenders, on the other hand, (B) each of the Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Loan Parties is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arrangers Arranger and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, any Arranger the Arranger, nor any Lender has any obligation to the Loan Parties or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the ArrangersArranger, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties and their respective Affiliates, and neither the Administrative Agent, any Arranger the Arranger, nor any Lender has any obligation to disclose any of such interests to the Loan Parties and their respective Affiliates. To the fullest extent permitted by Law, each of the Loan Parties hereby waives and releases any claims that it may have against the Administrative Agent, any the Arranger or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 4 contracts

Sources: Credit Agreement (Coeur Mining, Inc.), Credit Agreement (Coeur Mining, Inc.), Credit Agreement (Coeur Mining, Inc.)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower and each of the other Loan Parties Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, agrees that: (a) (i) (A) the arranging and other services regarding this Agreement provided by the Administrative AgentAgents, the Arrangers Lenders and the Lenders Affiliates of the foregoing Persons are arm’s-length commercial transactions between the Borrower, each other Loan Parties and their AffiliatesParty, on the one hand, and the Administrative AgentAgents, the Arrangers Lenders and the Lenderstheir respective Affiliates, on the other hand, (Bii) each of the Borrower and the other Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (Ciii) the Borrower and each of the other Loan Parties Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (iib) (Ai) each of the Administrative Agent, the Arrangers Lenders and the Lenders each their respective Affiliates is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary fiduciary, for the Loan Parties or any of their respective AffiliatesBorrower, or any other Person Loan Party and (Bii) neither the Administrative Agent, any Arranger nor any Lender Lender, nor any of their respective Affiliates has any obligation to the Borrower, any other Loan Parties or any of their respective Affiliates Party with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iiic) the Administrative Agent, the Arrangers, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower, the other Loan Parties and their respective AffiliatesParties, and neither the Administrative Agent, any Arranger nor any Lender Lender, nor any of their respective Affiliates has any obligation to disclose any of such interests to the Borrower, any other Loan Parties and their respective AffiliatesParty. To the fullest extent permitted by Lawlaw, each of the Borrower and each other Loan Parties Party hereby waives and releases any claims that it may have against the Administrative each Agent, any Arranger each Lender or any Lender of their respective Affiliates with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction transactions contemplated hereby.

Appears in 4 contracts

Sources: Credit Agreement (NantHealth, Inc.), Credit Agreement (Teligent, Inc.), Credit Agreement (Inseego Corp.)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Loan Parties acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers and the Lenders are arm’s-length commercial transactions between the Loan Parties and their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers and the Lenders, on the other hand, (B) each of the Loan Parties has consulted its own legal, accounting, regulatory and tax Tax advisors to the extent it has deemed appropriate, and (C) each of the Loan Parties is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arrangers and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, any Arranger nor any Lender has any obligation to the Loan Parties or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Arrangers, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties and their respective Affiliates, and neither the Administrative Agent, any Arranger nor any Lender has any obligation to disclose any of such interests to the Loan Parties and their respective Affiliates. To the fullest extent permitted by Law, each of the Loan Parties hereby waives and releases any claims that it may have against the Administrative Agent, any Arranger or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 4 contracts

Sources: Credit Agreement (Caci International Inc /De/), Credit Agreement (Caci International Inc /De/), Credit Agreement (Caci International Inc /De/)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Loan Parties acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers and the Lenders are arm’s-length commercial transactions between the Loan Parties and their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers and the Lenders, on the other hand, (B) each of the Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Loan Parties is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arrangers and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, any Arranger nor any Lender has any obligation to the Loan Parties or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Arrangers, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties and their respective Affiliates, and neither the Administrative Agent, any Arranger nor any Lender has any obligation to disclose any of such interests to the Loan Parties and their respective Affiliates. To the fullest extent permitted by Law, each of the Loan Parties hereby waives and releases any claims that it may have against the Administrative Agent, any each Arranger or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 4 contracts

Sources: Credit Agreement (Forward Air Corp), Credit Agreement (Forward Air Corp), Credit Agreement (Forward Air Corp)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Loan Parties Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, agrees that: (i) (A) The Administrative Agent, Lead Arrangers and each Lender and their respective Affiliates (collectively, solely for purposes of this Section 10.24, the “Lenders”), may have economic interests that conflict with those of the Loan Parties, (B) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers and the Lenders are arm’s-length commercial transactions between the each Loan Parties Party and their its Affiliates, on the one hand, and the Administrative Agent, the Arrangers and the Lenders, on the other hand, (BC) each of the Loan Parties Party has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (CD) each of the Loan Parties Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arrangers and each of the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the any Loan Parties Party or any of their respective its Affiliates, or any other Person Person, and the relationship between the Lenders, on one hand, and the Loan Parties, on the other hand, in connection herewith is solely that of debtor and creditor, (B) neither the Administrative Agent, any Arranger nor any no Lender has any obligation to the any Loan Parties Party or any of their respective its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents, and (C) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the Transactions contemplated hereby among the Lenders or among the Loan Parties and the Lenders; and (iii) the Administrative Agent, the Arrangers, each of the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the each Loan Parties Party and their respective its Affiliates, and neither the Administrative Agent, any Arranger nor any no Lender has any obligation to disclose any of such interests to the any Loan Parties and their respective Party or its Affiliates. To the fullest extent permitted by Lawlaw, each of the Loan Parties Party hereby waives and releases any claims that it may have against each of the Administrative Agent, any Arranger or any Lender Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 4 contracts

Sources: Credit Agreement (Digi International Inc), Credit Agreement (Digi International Inc), Credit Agreement (Digi International Inc)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Loan Parties acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers and the Lenders are arm’s-length commercial transactions between the Loan Parties and their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers and the Lenders, on the other hand, (B) each of the Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Loan Parties is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arrangers and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, any Arranger the Arrangers nor any Lender has any obligation to the Loan Parties or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Arrangers, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties and their respective Affiliates, and neither the Administrative Agent, any Arranger the Arrangers nor any Lender has any obligation to disclose any of such interests to the Loan Parties and their respective Affiliates. To the fullest extent permitted by Law, each of the Loan Parties hereby waives and releases any claims that it may have against the Administrative Agent, any Arranger the Arrangers or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 4 contracts

Sources: Credit Agreement (Brady Corp), Credit Agreement (Brady Corp), Credit Agreement (Brady Corp)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Loan Parties Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Lead Arrangers and the Lenders are arm’s-length commercial transactions between the Loan Parties Borrower and their its Affiliates, on the one hand, and the Administrative Agent, the Lead Arrangers and the Lenders, on the other hand, (B) each of the Loan Parties Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Loan Parties Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) each of the Administrative Agent, the Lead Arrangers and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties Borrower or any of their respective its Affiliates, or any other Person and (B) neither the Administrative Agent, any Arranger the Lead Arrangers nor any Lender has any obligation to the Loan Parties Borrower or any of their respective its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Lead Arrangers, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties Borrower and their respective its Affiliates, and neither the Administrative Agent, any Arranger the Lead Arrangers nor any Lender has any obligation to disclose any of such interests to the Loan Parties Borrower and their respective its Affiliates. To the fullest extent permitted by Law, each of the Loan Parties Borrower hereby waives and releases any claims that it may have against the Administrative Agent, any Arranger the Lead Arrangers or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 4 contracts

Sources: Loan Agreement (Cadence Design Systems Inc), Credit Agreement (Cadence Design Systems Inc), Loan Agreement (Cadence Design Systems Inc)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Loan Parties acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative AgentAgent and the Arranger, the Arrangers and the Lenders are arm’s-length commercial transactions between the Loan Parties and their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers Arranger, and the Lenders, on the other hand, (B) each of the Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Loan Parties is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arrangers Arranger and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, any Arranger the Arranger, nor any Lender has any obligation to the Loan Parties or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the ArrangersArranger, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties and their respective Affiliates, and neither the Administrative Agent, any Arranger the Arranger, nor any Lender has any obligation to disclose any of such interests to the Loan Parties and their respective Affiliates. To the fullest extent permitted by Law, each of the Loan Parties hereby waives and releases any claims that it may have against the Administrative Agent, any the Arranger or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 4 contracts

Sources: Credit Agreement (Fox Factory Holding Corp), Credit Agreement (Fox Factory Holding Corp), Credit Agreement (Fox Factory Holding Corp)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Loan Parties acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers Arrangers, and the Lenders are arm’s-length commercial transactions between the Loan Parties and their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers Arrangers, and the Lenders, on the other hand, (B) each of the Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Loan Parties is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arrangers and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, any Arranger the Arrangers, nor any Lender has any obligation to the Loan Parties or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Arrangers, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties and their respective Affiliates, and neither the Administrative Agent, any Arranger the Arrangers, nor any Lender has any obligation to disclose any of such interests to the Loan Parties and their respective Affiliates. To the fullest extent permitted by Law, each of the Loan Parties hereby waives and releases any claims that it may have against the Administrative Agent, any Arranger the Arrangers or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 4 contracts

Sources: Credit Agreement (Qorvo, Inc.), Fourth Amended and Restated Credit Agreement (Cantel Medical Corp), First Amendment (Cantel Medical Corp)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan DocumentDocument executed or delivered in connection herewith), each of the Loan Parties Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (ia) (Ai) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers arrangers and the Lenders are arm’s-length commercial transactions between the Loan Parties Borrower and their its Affiliates, on the one hand, and the Administrative Agent, the Arrangers arrangers and the Lenders, on the other hand, (Bii) each of the Loan Parties Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (Ciii) each of the Loan Parties Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan DocumentsDocuments executed or delivered in connection herewith; (iib) (Ai) the Administrative Agent, the Arrangers each Lender and the Lenders each arranger is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties Borrower or any of their respective its Affiliates, or any other Person and (Bii) neither the Administrative Agent, any Arranger Agent nor any arranger or Lender has any obligation to the Loan Parties Borrower or any of their respective its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan DocumentsDocuments executed or delivered in connection herewith; and (iiic) the Administrative Agent, the Arrangers, the arranges and Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties Borrower and their respective its Affiliates, and neither the Administrative Agent, any Arranger nor arranger or any Lender has any obligation to disclose any of such interests to the Loan Parties and their respective Borrower or its Affiliates. To the fullest full extent permitted by Lawlaw, each of the Loan Parties Borrower hereby waives and releases any claims that it may have against the Administrative Agent, any Arranger arranger or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 3 contracts

Sources: Revolving Credit Facility (Williams Randa Duncan), Revolving Credit Facility (Williams Randa Duncan), Revolving Credit Facility (Williams Randa Duncan)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Loan Parties Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers Arrangers, and the Lenders Lenders, are arm’s-length commercial transactions between the Loan Parties Borrower and their its respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers Arrangers, and the Lenders, on the other hand, (B) each of the Loan Parties Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Loan Parties Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arrangers each Arranger, and the Lenders each Lender each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties Borrower or any of their respective its Affiliates, or any other Person and (B) neither the Administrative Agent, any Arranger Arrangers, nor any Lender has any obligation to the Loan Parties Borrower or any of their respective its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Arrangers, Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties Borrower and their respective its Affiliates, and neither the Administrative Agent, any Arranger Arrangers nor any Lender has any obligation to disclose any of such interests to the Loan Parties and their respective Borrower or its Affiliates. To the fullest extent permitted by Lawlaw, each of the Loan Parties Borrower hereby waives and releases any claims that it may have against the Administrative Agent, any Arranger or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 3 contracts

Sources: Term Loan Agreement (St Jude Medical Inc), Credit Agreement (St Jude Medical Inc), Credit Agreement (St Jude Medical Inc)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Loan Parties Borrower acknowledges and agrees, and acknowledges and agrees that it has informed its other Affiliates’ understanding, that: (i) (A) no fiduciary, advisory or agency relationship between any of the Borrower and its Subsidiaries and any Agent or any Arranger is intended to be or has been created in respect of any of the transactions contemplated hereby and by the other Loan Documents, irrespective of whether any Agent or any Arranger has advised or is advising the Borrower and its respective Subsidiaries on other matters, (B) the arranging and other services regarding this Agreement provided by the Administrative Agent, Agents and the Arrangers and the Lenders are arm’s-length commercial transactions between the Loan Parties Borrower and their Affiliatesits Subsidiaries, on the one hand, and the Administrative Agent, the Arrangers Agents and the LendersArrangers, on the other hand, (BC) each of the Loan Parties Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (CD) each of the Loan Parties Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arrangers each Agent and the Lenders each Arranger is and has been acting solely as a principal and, except as may otherwise be expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties Borrower or any of their respective its Affiliates, or any other Person and (B) neither the Administrative Agent, any Agent nor any Arranger nor any Lender has any obligation to the Loan Parties Borrower or any of their respective its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, Agents and the Arrangers, the Lenders Arrangers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties and their respective Borrower or any of its Affiliates, and neither the Administrative Agent, any Agent nor any Arranger nor any Lender has any obligation to disclose any of such interests and transactions to the Loan Parties and their respective Borrower or any of its Affiliates. To the fullest extent permitted by Lawlaw, each of the Loan Parties Borrower hereby waives and releases any claims that it may have against the Administrative Agent, any Arranger or any Lender Agents and the Arrangers with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 3 contracts

Sources: Credit Agreement (Chicagoland Television News, LLC), Credit Agreement (Tribune Media Co), Term Loan Credit Agreement (Tribune Publishing Co)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Loan Parties Borrower and Holdings acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: agrees that (a) (i) (A) the arranging and other services regarding this Agreement provided by the Administrative AgentAgents, the Arrangers Arranger and the Lenders are arm’s-length commercial transactions between the Loan Parties Borrower, Holdings and their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers Arranger and the Lenders, on the other hand, (Bii) each of the Loan Parties Borrower and Holdings has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, appropriate and (Ciii) each of the Loan Parties Borrower and Holdings is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (iib) (Ai) the Administrative each Agent, the Arrangers Arranger and the Lenders each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties Borrower, Holdings or any of their respective Affiliates, or any other Person and (Bii) neither none of the Administrative AgentAgents, any the Arranger nor any Lender has any obligation to the Loan Parties Borrower, Holdings or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; Documents and (iiic) the Administrative AgentAgents, the ArrangersArranger, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties Borrower, Holdings and their respective Affiliates, and neither none of the Administrative AgentAgents, any Arranger the Arranger, nor any Lender has any obligation to disclose any of such interests to the Loan Parties and Borrower, Holdings or any of their respective Affiliates. To the fullest extent permitted by Lawlaw, each of the Loan Parties Borrower and Holdings hereby waives and releases any claims that it may have against the Administrative AgentAgents, any Arranger the Arranger, or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 3 contracts

Sources: Credit Agreement (LifeStance Health Group, Inc.), Credit Agreement (LifeStance Health Group, Inc.), Credit Agreement (LifeStance Health Group, Inc.)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Loan Parties acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers and the Lenders are arm’s-length commercial transactions between the Loan Parties and their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers and the Lenders, on the other hand, (B) each of the Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Loan Parties is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arrangers and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, any Arranger the Arrangers nor any Lender has any obligation to the Loan Parties or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Arrangers, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties and their respective Affiliates, and neither the Administrative Agent, any Arranger the Arrangers nor any Lender has any obligation to disclose any of such interests to the Loan Parties and or any of their respective Affiliates. To the fullest extent permitted by Lawlaw, each of the Loan Parties hereby waives and releases any claims that it may have against the Administrative Agent, any Arranger or any Lender the Arrangers and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 3 contracts

Sources: Credit Agreement (Ichor Holdings, Ltd.), Credit Agreement (Ichor Holdings, Ltd.), Credit Agreement (Ichor Holdings, Ltd.)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Loan Parties Parent and the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers Agent and the Arrangers, and the extensions of credit made by the Lenders pursuant to this Agreement, are arm’s-length commercial transactions between the Loan Parties Parent and their its Affiliates, on the one hand, and the Administrative Agent, the Arrangers Agent and the LendersArrangers, on the other hand, (B) each of the Loan Parties Parent and the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Loan Parties Parent and the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arrangers and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties Parent or any of their respective its Affiliates, or any other Person and Person, (B) neither the Administrative Agent, any Arranger nor any Lender the Arrangers or the Lenders has any obligation to the Loan Parties Parent or any of their respective its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan DocumentsDocuments and (C) neither the Administrative Agent, any Arranger or any Lender undertakes any responsibility to the Parent or any of its Affiliates to review or inform the Borrower of any matter in connection with any phase of the Borrower’s business or operations; and (iii) the Administrative Agent, the Arrangers, Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties Parent and their respective its Affiliates, and neither the Administrative Agent, any Arranger the Arrangers, the Lenders nor any Lender has their respective Affiliates have any obligation to disclose any of such interests to the Loan Parties and their respective Parent or any of its Affiliates. To the fullest extent permitted by Lawlaw, each of the Loan Parties Parent and the Borrower hereby waives and releases any claims that it may have against the Administrative Agent, any Arranger or any Lender the Arrangers, the Lenders and their respective Affiliates with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 3 contracts

Sources: Credit Agreement (Empire State Realty Trust, Inc.), Credit Agreement (Empire State Realty OP, L.P.), Credit Agreement (Empire State Realty OP, L.P.)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Borrowers and the other Loan Parties acknowledges acknowledge and agrees, and acknowledges its Affiliates’ understanding, agree that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers Agent and the Lenders any Arranger are arm’s-length commercial transactions between the Borrowers, the other Loan Parties and their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers Agent and the Lendersany Arranger, on the other hand, (B) each of the Borrowers and the other Loan Parties has have consulted its their own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriateappropriate by such Loan Parties, and (C) each of the Borrowers and the other Loan Parties is are capable of evaluating, and understands understand and acceptsaccept, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arrangers Agent and the Lenders any Arranger each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrowers, the other Loan Parties or any of Parties, their respective Affiliates, Affiliates or any other Person and (B) neither the Administrative Agent, Agent nor any Arranger nor any Lender has any obligation to the Borrowers, the other Loan Parties or any of their respective its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Arrangers, the Lenders Agent and any Arranger and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties Borrowers and their respective Affiliates, and neither the Administrative Agent, Agent nor any Arranger nor any Lender has any obligation to disclose any of such interests to the Loan Parties and Borrowers or their respective Affiliates. To the fullest extent permitted by Lawlaw, the Borrowers and each of the other Loan Parties Party hereby waives and releases any claims that it may have against the Administrative Agent, Agent and any Arranger or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 3 contracts

Sources: Asset Based Revolving Credit Agreement (Warrior Met Coal, Inc.), Asset Based Revolving Credit Agreement (Warrior Met Coal, Inc.), Asset Based Revolving Credit Agreement (Warrior Met Coal, LLC)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Credit Document), each of the Loan Credit Parties acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Credit Agreement provided by the Administrative Agent, the Arrangers and the Lenders Book Manager are arm’s-length commercial transactions between the Loan Credit Parties and their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers and the LendersBook Manager, on the other hand, (B) each of the Loan Credit Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Loan Credit Parties is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Credit Documents; (ii) (A) the Administrative Agent, the Arrangers each Arranger and the Lenders Book Manager each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Credit Parties or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, Agent nor any Arranger nor any Lender the Book Manager has any obligation to the Loan Credit Parties or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Credit Documents; and (iii) the Administrative Agent, the Arrangers, the Lenders Book Manager and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Credit Parties and their respective Affiliates, and neither the Administrative Agent, Agent nor any Arranger nor any Lender the Book Manager has any obligation to disclose any of such interests to the Loan Credit Parties and their respective Affiliates. To the fullest extent permitted by Law, each of the Loan Credit Parties hereby waives and releases any claims that it may have against the Administrative Agent, any Arranger or any Lender the Arrangers and the Book Manager with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 3 contracts

Sources: Credit Agreement (Cree, Inc.), Credit Agreement (Cree Inc), Credit Agreement (Cree Inc)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction Transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Loan Parties Borrower acknowledges and agrees, and acknowledges its AffiliatesSubsidiaries’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers and the Lenders are arm’s-length commercial transactions between the Loan Parties Borrower and their its Affiliates, on the one hand, and the Administrative Agent, the Arrangers and the Lenders, on the other hand, (B) each of the Loan Parties Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Loan Parties Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions Transactions contemplated hereby and by the other Loan Documents; (ii) (A) each of the Administrative Agent, the Arrangers and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties Borrower or any of their respective Affiliatesits Subsidiaries, or any other Person and (B) neither the Administrative Agent, any Arranger nor any Lender has any obligation to the Loan Parties Borrower or any of their respective its Affiliates with respect to the transactions Transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Arrangers, Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties Borrower and their respective its Affiliates, and neither the Administrative Agent, any Arranger nor any Lender has any obligation to disclose any of such interests to the Loan Parties and their respective Borrower or its Affiliates. To the fullest extent permitted by Lawlaw, each of the Loan Parties Borrower hereby waives and releases any claims that it may have against the Administrative Agent, any Arranger or any Lender the Arrangers and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 3 contracts

Sources: Revolving Credit Agreement, Revolving Credit Agreement (Zynga Inc), Revolving Credit Agreement (Zynga Inc)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Credit Document), each of the Loan Credit Parties acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Credit Agreement provided by the Administrative Agent, the Arrangers and the Lenders are arm’s-length arm’s‑length commercial transactions between the Loan Credit Parties and their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers and the Lenders, on the other hand, (B) each of the Loan Credit Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Loan Credit Parties is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Credit Documents; (ii) (A) the Administrative Agent, the Arrangers and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Credit Parties or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, any Arranger the Arrangers nor any Lender the Lenders has any obligation to the Loan Credit Parties or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Credit Documents; and (iii) the Administrative Agent, the Arrangers, Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Credit Parties and their respective Affiliates, and neither the Administrative Agent, any Arranger the Arrangers nor any Lender the Lenders has any obligation to disclose any of such interests to the Loan Credit Parties and their respective Affiliates. To the fullest extent permitted by Lawlaw, each of the Loan Credit Parties hereby waives and releases any claims that it may have against the Administrative Agent, any Arranger or any Lender the Arrangers and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 3 contracts

Sources: Credit Agreement (Amn Healthcare Services Inc), Credit Agreement (Amn Healthcare Services Inc), Credit Agreement (Amn Healthcare Services Inc)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Loan Parties acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers Arranger and the Lenders are arm’s-length commercial transactions between the Loan Parties and their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers Arranger and the Lenders, on the other hand, (B) each of the Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Loan Parties is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arrangers Arranger and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties or any of their respective Affiliates, or any other Person and (B) neither the Administrative AgentAgent , any Arranger the Arranger, nor any Lender has any obligation to the Loan Parties or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the ArrangersArranger, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties and their respective Affiliates, and neither the Administrative Agent, any Arranger the Arranger, nor any Lender has any obligation to disclose any of such interests to the Loan Parties and their respective Affiliates. To the fullest extent permitted by Law, each of the Loan Parties hereby waives and releases any claims that it may have against the Administrative Agent, any the Arranger or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 3 contracts

Sources: Credit Agreement (Trex Co Inc), Credit Agreement (Trex Co Inc), Credit Agreement (Trex Co Inc)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower and each of the other Loan Parties Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, agrees that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers Agent and the Lenders Arranger, are arm’s-length commercial transactions between the Borrower, each other Loan Parties Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers Agent and the LendersArranger, on the other hand, (B) each of the Borrower and the other Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower and each of the other Loan Parties Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arrangers Agent and the Lenders Arranger each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower, any other Loan Parties Party or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, any Agent nor the Arranger nor any Lender has any obligation to the Borrower, any other Loan Parties Party or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, Agent and the Arrangers, the Lenders Arranger and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower, the other Loan Parties and their respective Affiliates, and neither the Administrative Agent, any Agent nor the Arranger nor any Lender has any obligation to disclose any of such interests to the Borrower, any other Loan Parties and Party or any of their respective Affiliates. To the fullest extent permitted by Lawlaw, each of the Borrower and the other Loan Parties hereby waives and releases any claims that it may have against the Administrative Agent, any Agent and the Arranger or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 3 contracts

Sources: Credit Agreement (Tapstone Energy Inc.), Credit Agreement (Tapstone Energy Inc.), Credit Agreement (VOC Brazos Energy Partners, LP)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Loan Parties Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (ia) (Ai) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers and the Lenders are arm’s-length commercial transactions between the Loan Parties such Borrower and their its Affiliates, on the one hand, and the Administrative Agent, the Arrangers and the Lenders, on the other hand, (Bii) each of the Loan Parties such Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, appropriate and (Ciii) each of the Loan Parties such Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (iib) (Ai) the Administrative Agent, the Arrangers and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the such Borrower, any other Loan Parties Party or any of their respective its Affiliates, or any other Person and (Bii) neither none of the Administrative Agent, any Arranger nor of the Arrangers or any Lender of the Lenders has any obligation to the Loan Parties such Borrower or any of their respective its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; Documents and (iiic) the Administrative Agent, the Arrangers, Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties such Borrower and their respective its Affiliates, and neither none of the Administrative Agent, any Arranger nor or any Lender has any obligation to disclose any of such interests to the Loan Parties and their respective such Borrower or its Affiliates. To the fullest extent permitted by Lawlaw, each of the Loan Parties Borrowers hereby waives and releases any claims that it may have against the Administrative Agent, any Arranger or any Lender the Arrangers and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 3 contracts

Sources: Credit Agreement (Host Hotels & Resorts L.P.), Credit Agreement (Host Hotels & Resorts L.P.), Credit Agreement (Host Hotels & Resorts L.P.)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Loan Parties Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, agrees that: (i) (Aa)(i) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers Lenders and the Lenders Arrangers are arm’s-length commercial transactions between the Loan Parties Borrower and their its Affiliates, on the one hand, and the Administrative Agent, the other Arrangers and the Lenders, on the other hand, (Bii) each of the Loan Parties Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (Ciii) each of the Loan Parties Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) b) (Ai) the Administrative Agent, the Arrangers Lenders and the Lenders each other Arranger is and has been acting solely as a principal with respect to the Borrower or any of its Affiliates and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties Borrower or any of their respective its Affiliates, or any other Person and (Bii) neither the Administrative Agent, any Arranger nor any other Lender or Arranger, has any obligation to the Loan Parties Borrower or any of their respective its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iiic) the Administrative Agent, the Arrangers, Lenders and the Lenders other Arrangers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties Borrower and their respective its Affiliates, and neither the Administrative Agent, any Arranger nor any other Lender or Arranger, has any obligation to disclose any of such interests to the Loan Parties and their respective Borrower or its Affiliates. To the fullest extent permitted by Law, each of the Loan Parties Borrower hereby waives and releases any claims that it may have against the Administrative Agent, any Arranger or any Lender and the other Arrangers with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated herebythe Transactions.

Appears in 3 contracts

Sources: Credit Agreement (AdvanSix Inc.), Credit Agreement (AdvanSix Inc.), Credit Agreement (AdvanSix Inc.)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Credit Document), each of the Loan Credit Parties acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Credit Agreement provided by the Administrative Agent, the Arrangers and the Lenders are arm’s-length commercial transactions between the Loan Credit Parties and their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers and the Lenders, on the other hand, (B) each of the Loan Credit Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Loan Credit Parties is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Credit Documents; (ii) (A) the Administrative Agent, the Arrangers and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Credit Parties or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, any Arranger the Arrangers nor any Lender the Lenders has any obligation to the Loan Credit Parties or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Credit Documents; and (iii) the Administrative Agent, the Arrangers, Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Credit Parties and their respective Affiliates, and neither the Administrative Agent, any Arranger the Arrangers nor any Lender the Lenders has any obligation to disclose any of such interests to the Loan Credit Parties and their respective Affiliates. To the fullest extent permitted by Lawlaw, each of the Loan Credit Parties hereby waives and releases any claims that it may have against the Administrative Agent, any Arranger or any Lender the Arrangers and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 3 contracts

Sources: Credit Agreement (Amn Healthcare Services Inc), Credit Agreement (Amn Healthcare Services Inc), Credit Agreement (Amn Healthcare Services Inc)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Loan Parties Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, agrees that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers Agent and the Lenders Arranger, and the other Lead Arranger(s) are arm’s-length commercial transactions between the Loan Parties Borrower and their its Affiliates, on the one hand, and the Administrative Agent, the Arrangers Arranger and the Lendersother Lead Arranger(s), on the other hand, (B) each of the Loan Parties Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Loan Parties Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arrangers Arranger and the Lenders each other Lead Arranger each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties Borrower or any of their respective its Affiliates, or any other Person and (B) neither the Administrative Agent, any the Arranger nor any Lender other Lead Arranger has any obligation to the Loan Parties Borrower or any of their respective its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative AgentAgent , the Arrangers, Arranger and the Lenders other Lead Arranger(s) and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties Borrower and their respective its Affiliates, and neither the Administrative Agent, any the Arranger nor any Lender other Lead Arranger has any obligation to disclose any of such interests to the Loan Parties and their respective Borrower or its Affiliates. To the fullest extent permitted by Lawlaw, each of the Loan Parties Borrower hereby waives and releases any claims that it may have against the Administrative Agent, any the Arranger or any Lender and the other Lead Arranger(s) with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 3 contracts

Sources: Credit Agreement (Standex International Corp/De/), Credit Agreement (Saga Communications Inc), Credit Agreement (Standex International Corp/De/)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Loan Parties Borrower, the Parent and the General Partner acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (Ai)(A) the arranging and other services regarding this Agreement provided by the Administrative Agent, MLPFS, the Arrangers other Arranger and the Lenders are arm’s-length commercial transactions between the Loan Parties Borrower, the Parent, the General Partner and their respective Affiliates, on the one hand, and the Administrative Agent, MLPFS, the Arrangers other Arranger and the Lenders, on the other hand, (B) each of the Loan Parties Borrower, the Parent and the General Partner has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Loan Parties Borrower, the Parent and the General Partner is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (Aii)(A) the Administrative Agent, the Arrangers MLPFS, each other Arranger and the Lenders each Lender each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties Borrower, the Parent, the General Partner or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, MLPFS, any other Arranger nor any Lender has any obligation to the Loan Parties Borrower, the Parent, the General Partner or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, MLPFS, the Arrangers, other Arranger(s) and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties Borrower, the Parent, the General Partner and their respective Affiliates, and neither the Administrative Agent, MLPFS, any other Arranger nor any Lender has any obligation to disclose any of such interests to the Loan Parties and Borrower, the Parent, the General Partner or any of their respective Affiliates. To the fullest extent permitted by Lawlaw, each of the Loan Parties Borrower, the Parent and the General Partner hereby waives and releases any claims that it may have against the Administrative Agent, any Arranger MLPFS, the other Arranger(s) or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 3 contracts

Sources: Credit Agreement (Suburban Propane Partners Lp), Credit Agreement (Suburban Propane Partners Lp), Credit Agreement (Suburban Propane Partners Lp)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby this Agreement and the other Loan Documents (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Loan Parties Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers Joint Lead Arrangers, and the Lenders are arm’s-length commercial transactions between the Loan Parties Borrower and their its Affiliates, on the one hand, and the Administrative Agent, the Arrangers Joint Lead Arrangers, and the Lenders, on the other hand, (B) each of the Loan Parties Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Loan Parties Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arrangers each Joint Lead Arranger and the Lenders each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties Borrower or any of their respective its Affiliates, or any other Person and (B) neither the Administrative Agent, any Joint Lead Arranger nor any Lender has any obligation to the Loan Parties Borrower or any of their respective its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Arrangers, Joint Lead Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties Borrower and their respective its Affiliates, and neither the Administrative Agent, any Arranger Joint Lead Arranger, nor any Lender has any obligation to disclose any of such interests to the Loan Parties and their respective Borrower or its Affiliates. To the fullest extent permitted by Law, each of the Loan Parties hereby waives and releases any claims The Borrower agrees that it may have will not assert any claim against the Administrative Agent, any Arranger the Joint Lead Arrangers or any Lender with respect to any breach or the Lenders based on an alleged breach of agency or fiduciary duty by such Person in connection with any aspect of any transaction this Agreement, the other Loan Documents and the transactions contemplated hereby.

Appears in 3 contracts

Sources: Term Loan Agreement (Columbia Property Trust, Inc.), Term Loan Agreement (Columbia Property Trust, Inc.), Revolving Credit and Term Loan Agreement (Columbia Property Trust, Inc.)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Loan Parties acknowledges acknowledge and agrees, and acknowledges its Affiliates’ understanding, agree that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Lenders, the Arrangers and the Lenders Amendment Arrangers are arm’s-length commercial transactions between the Loan Parties and their AffiliatesParties, on the one hand, and the Administrative Agent, the Lenders, the Arrangers and the LendersAmendment Arrangers, on the other hand, (B) each of the Loan Parties has have consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, appropriate and (C) each of the Loan Parties is are capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) each of the Administrative Agent, the Lenders, the Arrangers and the Lenders each Amendment Arrangers is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, Agent nor any Lender nor any Arranger nor any Lender Amendment Arranger has any obligation to the Loan Parties or any of their respective Affiliates with respect to the transactions contemplated hereby hereby, except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the ArrangersLenders, the Lenders Arrangers and the Amendment Arrangers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties and their respective AffiliatesParties, and neither the Administrative Agent, Agent nor any Lender nor any Arranger nor any Lender Amendment Arranger has any obligation to disclose any of such interests to the Loan Parties and their respective AffiliatesParties. To the fullest extent permitted by Lawlaw, each of the Loan Parties hereby waives waive and releases release any claims that it may have against the Administrative Agent, the Lenders, any Arranger or and any Lender Amendment Arranger with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 2 contracts

Sources: Amended and Restated Wc Term Loan Credit and Guaranty Agreement (Actavis PLC), Amendment Agreement (Warner Chilcott LTD)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Loan Parties Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, understanding that: (a) (i) (A) the arranging and other services regarding this Agreement provided transactions contemplated by the Administrative Agent, Loan Documents (including the Arrangers exercise of rights and the Lenders remedies hereunder and thereunder) are arm’s-length commercial transactions between the Agents, the Lenders, the Issuing Banks and the Lead Arrangers on the one hand, and the Loan Parties and their Affiliates, on the one hand, and the Administrative Agent, the Arrangers and the Lenders, on the other hand, (Bii) each of the Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (Ciii) each of the Loan Parties is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (iib) (Ai) the Administrative AgentAgents, the Arrangers Issuing Banks and the Lenders Lead Arrangers are and have been, and each Lender is and has been been, acting solely as a principal and, except as expressly agreed in writing by the relevant parties, have or has not been, are or is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties Parties, its stockholders or its Affiliates (irrespective of whether any of their respective AffiliatesLender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters), or any other Person and (Bii) neither none of the Administrative AgentAgents, any Arranger the Issuing Banks, the Lead Arrangers nor any Lender has any obligation to the Loan Parties Borrower or any of their respective its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iiic) the Administrative AgentAgents, the Issuing banks, the Lead Arrangers, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve economic interests that differ from conflict with those of the Loan Parties and Parties, their respective Affiliatesstockholders and/or their affiliates, and neither none of the Administrative AgentAgents, any Arranger the Issuing Banks, the Lead Arrangers nor any Lender has any obligation to disclose any of such interests to the Borrower or any of its Affiliates. Each Loan Parties Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and their respective Affiliatessuch Loan Party, its stockholders or its affiliates, on the other. To the fullest extent permitted by Lawlaw, each of the Loan Parties Party hereby waives and releases any claims that it may have against the Administrative AgentAgents, any Arranger the Issuing Banks, the Lead Arrangers or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 2 contracts

Sources: Credit Agreement (Allegro Microsystems, Inc.), Credit Agreement (Allegro Microsystems, Inc.)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Loan Parties Borrowers acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers and the Lenders are arm’s-length commercial transactions between the Loan Parties Borrowers and their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers and the Lenders, Lenders on the other hand, (B) each of the Loan Parties Borrowers has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Loan Parties Borrowers is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arrangers Arrangers, and the Lenders each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties Borrowers or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, any Arranger the Arrangers, nor any Lender has any obligation to the Loan Parties Borrowers or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Arrangers, and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties Borrowers and their respective Affiliates, and neither the Administrative Agent, any Arranger the Arrangers, nor any Lender has any obligation to disclose any of such interests to the Loan Parties and Borrowers or any of their respective Affiliates. To the fullest extent permitted by Law, the Borrowers and each of the other Loan Parties Party hereby waives and releases any claims that it may have against the Administrative Agent, any Arranger the Arrangers, or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 2 contracts

Sources: Credit Agreement (Alexion Pharmaceuticals Inc), Credit Agreement (Alexion Pharmaceuticals Inc)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Loan Parties Borrowers acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers Arranger and the Lenders are arm’s-length commercial transactions between the Loan Parties Borrowers and their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers Arranger and the Lenders, on the other hand, (B) each of the Loan Parties Borrowers has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Loan Parties Borrowers is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arrangers Arranger and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties Borrowers or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, any the Arranger nor any Lender has any obligation to the Loan Parties Borrowers or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the ArrangersArranger, the Lenders Lenders, and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties Borrowers and their respective Affiliates, and neither the Administrative Agent, any the Arranger nor any Lender has any obligation to disclose any of such interests to the Loan Parties and Borrowers or any of their respective Affiliates. To the fullest extent permitted by Lawlaw, each of the Loan Parties Borrowers hereby waives and releases any claims that it may have against the Administrative Agent, any the Arranger or any Lender and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 2 contracts

Sources: Credit Agreement (Aci Worldwide, Inc.), Amendment Agreement (Aci Worldwide, Inc.)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Loan Parties Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Joint Lead Arrangers and the Lenders are arm’s-length commercial transactions between among the Loan Parties and their Affiliates, on the one hand, and the Administrative Agent, the Joint Lead Arrangers and the Lenders, on the other hand, (B) each of the Loan Parties Party has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Loan Parties Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arrangers each Joint Lead Arranger and the Lenders each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the any Loan Parties Party or any of their respective its Affiliates, or any other Person and (B) neither the Administrative Agent, any the Joint Lead Arranger nor any Lender has any obligation to the any Loan Parties Party or any of their respective its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Arrangers, Joint Lead Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the any Loan Parties Party and their respective its Affiliates, and neither the Administrative Agent, any Arranger Joint Lead Arranger, nor any Lender has any obligation to disclose any of such interests to the any Loan Parties and their respective Party or its Affiliates. To the fullest extent permitted by Lawlaw, each of the Loan Parties Party hereby waives and releases any claims that it may have against the Administrative Agent, any Joint Lead Arranger or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 2 contracts

Sources: Credit and Guaranty Agreement (Southeast Airport Group), Credit and Guaranty Agreement (Southeast Airport Group)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Loan Parties Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (ia)(i) no fiduciary, advisory or agency relationship between such Loan Party and its Subsidiaries and any Agent or any Lender is intended to be or has been created in respect of the transactions contemplated hereby or by the other Loan Documents, irrespective of whether any Agent or any Lender has advised or is advising any Loan Party, any Subsidiary or any of their Affiliates on other matters, (Aii) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers Agents and the Lenders are arm’s-length commercial transactions between the Loan Parties Borrower and their its Affiliates, on the one hand, and the Administrative Agent, the Arrangers Agents and the Lenders, on the other hand, (Biii) each of the Loan Parties Party has consulted its own legal, accounting, regulatory and tax advisors to the extent that it has deemed appropriate, appropriate and (Civ) each of the Loan Parties Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; and (ii) (Ab)(i) the Administrative Agent, the Arrangers Agents and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties Borrower or any of their respective its Affiliates, or any other Person and person; (Bii) neither none of the Administrative Agent, any Arranger nor any Lender Agents or the Lenders has any obligation to the Loan Parties Borrower or any of their respective its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Arrangers, Agents and the Lenders and their respective Affiliates may be engaged engaged, for their own accounts or the accounts of customers, in a broad range of transactions that involve interests that differ from those of the Loan Parties Borrower and their respective its Affiliates, and neither none of the Administrative Agent, any Arranger nor any Lender Agents and the Lenders has any obligation to disclose any of such interests to the Loan Parties and their respective Borrower or its Affiliates. To the fullest extent permitted by Lawlaw, each of the Loan Parties Party hereby waives and releases any claims that it may have against the Administrative Agent, any Arranger or any Lender Agents and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 2 contracts

Sources: Senior Secured Term Loan Agreement (Verso Corp), Senior Secured Term Loan Agreement (Verso Corp)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction Transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Loan Parties Borrower acknowledges and agrees, and acknowledges its AffiliatesSubsidiaries’ understanding, that: (ia) (Ai) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers and the Lenders are arm’s-length commercial transactions between the Loan Parties Borrower and their its Affiliates, on the one hand, and the Administrative Agent, the Arrangers and the Lenders, on the other hand, (Bii) each of the Loan Parties Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (Ciii) each of the Loan Parties Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions Transactions contemplated hereby and by the other Loan Documents; (iib) (Ai) each of the Administrative Agent, the Arrangers and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties Borrower or any of their respective Affiliatesits Subsidiaries, or any other Person and (Bii) neither the Administrative Agent, any Arranger nor any Lender has any obligation to the Loan Parties Borrower or any of their respective its Affiliates with respect to the transactions Transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iiic) the Administrative Agent, the Arrangers, Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties Borrower and their respective its Affiliates, and neither the Administrative Agent, any Arranger nor any Lender has any obligation to disclose any of such interests to the Loan Parties and their respective Borrower or its Affiliates. To the fullest extent permitted by Lawlaw, each of the Loan Parties Borrower hereby waives and releases any claims that it may have against the Administrative Agent, any Arranger or any Lender the Arrangers and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 2 contracts

Sources: Revolving Credit Agreement (Twitter, Inc.), Revolving Credit Agreement (Twitter, Inc.)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Loan Parties Parent Guarantors and the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, Agent and the Arrangers and the Lenders are arm’s-length commercial transactions between the Loan Parties REIT and their its Affiliates, on the one hand, and the Administrative Agent, the Arrangers Agent and the LendersArrangers, on the other hand, (B) each of the Loan Parties Parent Guarantors and the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Loan Parties Parent Guarantors and the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, Agent and the Arrangers and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties REIT or any of their respective its Affiliates, or any other Person and (B) neither the Administrative Agent, any Arranger Agent nor any Lender has the Arrangers have any obligation to the Loan Parties REIT or any of their respective its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, Agent and the Arrangers, the Lenders Arrangers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties REIT and their respective its Affiliates, and neither the Administrative Agent, any Arranger Agent nor any Lender has the Arrangers have any obligation to disclose any of such interests to the Loan Parties and their respective REIT or any of its Affiliates. To the fullest extent permitted by Lawlaw, each of the Loan Parties Parent Guarantors and the Borrower hereby waives and releases any claims that it may have against the Administrative Agent, any Arranger or any Lender Agent and the Arrangers with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 2 contracts

Sources: Credit Agreement (Corporate Property Associates 16 Global Inc), Credit Agreement (Corporate Property Associates 16 Global Inc)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Loan Parties acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers Arranger, and the Lenders are arm’s-length commercial transactions between the Loan Parties and their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers Arranger, and the Lenders, on the other hand, (B) each of the Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Loan Parties is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arrangers Arranger and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, any Arranger the Arranger, nor any Lender has any obligation to the Loan Parties or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the ArrangersArranger, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties and their respective Affiliates, and neither the Administrative Agent, any Arranger the Arranger, nor any Lender has any obligation to disclose any of such interests to the Loan Parties and their respective Affiliates. To the fullest extent permitted by Law, each of the Loan Parties hereby waives and releases any claims that it may have against the Administrative Agent, any the Arranger or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 2 contracts

Sources: Credit Agreement (Qorvo, Inc.), Credit Agreement (Rf Micro Devices Inc)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Loan Parties Borrower and Holdings acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: agrees that (i) (A) the arranging and other services regarding this Agreement provided by the Administrative AgentAgents, the Arrangers and the Lenders are arm’s-length commercial transactions between the Loan Parties Borrower, Holdings and their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers and the Lenders, on the other hand, (B) each of the Loan Parties Borrower and Holdings has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Loan Parties Borrower and Holdings is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative each Agent, the Arrangers and the Lenders each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties Borrower, Holdings or any of their respective Affiliates, or any other Person and (B) neither none of the Administrative AgentAgents, any Arranger the Arrangers nor any Lender has any obligation to the Loan Parties Borrower, Holdings or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative AgentAgents, the Arrangers, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties Borrower, Holdings and their respective Affiliates, and neither none of the Administrative AgentAgents, any Arranger the Arrangers nor any Lender has any obligation to disclose any of such interests to the Loan Parties and Borrower, Holdings or any of their respective Affiliates. To the fullest extent permitted by Lawlaw, each of the Loan Parties Borrower and Holdings hereby waives and releases any claims that it may have against the Administrative AgentAgents, any Arranger the Arrangers or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 2 contracts

Sources: Abl Credit Agreement (United States Steel Corp), Abl Credit Agreement (United States Steel Corp)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Loan Parties Obligor acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers Agents and the Lenders are arm’s-length commercial transactions between the Loan Parties Pledgors, the Obligors and their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers Agents and the Lenders, on the other hand, (B) Each Pledgor and each of the Loan Parties Obligor has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Loan Parties Pledgor and each Obligor is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arrangers Agents and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties any Pledgor or any Obligor or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, any Arranger Agent nor any Lender has any obligation to the Loan Parties any Pledgor or any Obligor or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative AgentAgents, the ArrangersLenders, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties Pledgors, the Borrower, the other Obligors and their respective Affiliates, and neither the Administrative Agent, any Arranger Agent nor any Lender has any obligation to disclose any of such interests to any Pledgor, the Loan Parties and Borrower, any other Obligor or any of their respective Affiliates. To the fullest extent permitted by Lawlaw, each of the Loan Parties Pledgor and each Obligor hereby waives and releases any claims that it may have against the Administrative Agent, any Arranger or any Lender Agents and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 2 contracts

Sources: Credit and Guaranty Agreement (OPAL Fuels Inc.), Credit and Guaranty Agreement (OPAL Fuels Inc.)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Loan Parties acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers Arrangers, and the Lenders are arm’s-length commercial transactions between the Loan Parties and their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers Arrangers, and the Lenders, on the other hand, (B) each of the Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Loan Parties is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arrangers and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties or any of their respective Affiliates, or any other Person and (B) neither the Administrative AgentAgent , any Arranger the Arrangers, nor any Lender has any obligation to the Loan Parties or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Arrangers, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties and their respective Affiliates, and neither the Administrative Agent, any Arranger the Arrangers, nor any Lender has any obligation to disclose any of such interests to the Loan Parties and their respective Affiliates. To the fullest extent permitted by Law, each of the Loan Parties hereby waives and releases any claims that it may have against the Administrative Agent, any Arranger the Arrangers or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 2 contracts

Sources: Credit Agreement (Cantel Medical Corp), Credit Agreement (Mimedx Group, Inc.)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Loan Parties Borrower acknowledges and agrees, agrees and acknowledges its Affiliates’ understanding, understanding that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers Collateral Agent, the Arranger and the Lenders their respective Affiliates are arm’s-length commercial transactions between the Loan Parties Borrower and their its Affiliates, on the one hand, and the Administrative Agent, the Arrangers Collateral Agent, the Arranger and the Lenderstheir respective Affiliates, on the other hand, (B) each of the Loan Parties Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Loan Parties Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arrangers Collateral Agent and the Lenders each is Arranger are and has have been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has have not been, is are not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties Borrower or any of their respective its Affiliates, or any other Person and (B) neither the Administrative Agent, any the Collateral Agent and the Arranger nor any Lender has any have no obligation to the Loan Parties Borrower or any of their respective its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the ArrangersCollateral Agent, the Lenders Arranger and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties Borrower and their respective its Affiliates, and neither the Administrative Agent, any the Collateral Agent and the Arranger nor any Lender has any have no obligation to disclose any of such interests to the Loan Parties and their respective Borrower or its Affiliates. To the fullest extent permitted by Lawlaw, each of the Loan Parties Borrower hereby waives and releases any claims that it may have against the Administrative Agent, any the Collateral Agent or the Arranger or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 2 contracts

Sources: Loan Agreement (Synutra International, Inc.), Loan Agreement (Synutra International, Inc.)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Loan Parties Borrower and Holdings acknowledges and agrees, and acknowledges its Affiliates' understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers Agent and the Lenders Arranger are arm’sarm's-length commercial transactions between the Loan Parties Borrower, Holdings and their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers Agent and the Lenders, Arranger on the other hand, (B) each of the Loan Parties Borrower and Holdings has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Loan Parties Borrower and Holdings is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arrangers Agent and the Lenders Arranger each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties Borrower, Holdings or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, any Agent nor the Arranger nor any Lender has any obligation to the Loan Parties Borrower, Holdings or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Arrangers, the Lenders Arranger and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties Borrower, Holdings and their respective Affiliates, and neither the Administrative Agent, any Arranger Agent nor any Lender of the Joint Lead Arrangers has any obligation to disclose any of such interests to the Loan Parties and Borrower, Holdings or any of their respective Affiliates. To the fullest extent permitted by Lawlaw, each of the Loan Parties Borrower and Holdings hereby waives and releases any claims that it may have against the Administrative Agent, any Arranger or any Lender Agent and the Joint Lead Arrangers with respect to any breach or alleged breach of agency to the Loan Parties or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 2 contracts

Sources: Credit Agreement (Paperweight Development Corp), Credit Agreement (Paperweight Development Corp)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Loan Parties Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, agrees that: (i) (Ai)(A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers Lenders and the Lenders Arrangers are arm’s-length commercial transactions between the Loan Parties Borrowers and their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers and the Lenders, on the other hand, (Bb) each of the Loan Parties has Borrowers have consulted its their own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Loan Parties is Borrowers are capable of evaluating, and understands understand and acceptsaccept, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (iiii)(A) (A) each of the Administrative Agent, the Arrangers Lenders and the Lenders each Arrangers is and has been acting solely as a principal with respect to the Borrowers or any of their respective Affiliates and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties Borrowers or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, any Arranger nor any other Lender or Arranger has any obligation to the Loan Parties Borrowers or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Arrangers, Lenders and the Lenders Arrangers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties Borrowers and their respective Affiliates, and neither the Administrative Agent, any Arranger nor any other Lender or Arranger, has any obligation to disclose any of such interests to the Loan Parties and Borrowers or their respective Affiliates. To the fullest extent permitted by Lawlaw, each of the Loan Parties Borrower hereby waives and releases any claims that it may have against the Administrative Agent, any Arranger or any Lender and the Arrangers with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 2 contracts

Sources: Asset Based Revolving Credit Agreement (Vista Outdoor Inc.), Asset Based Revolving Credit Agreement (Vista Outdoor Inc.)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Loan Parties acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative AgentAgent and the Arranger, the Arrangers and the Lenders are arm’s-length commercial transactions between the Loan Parties and their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers Arranger, and the Lenders, on the other hand, (B) each of the Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Loan Parties is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arrangers Arranger and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties or any of their respective Affiliates, or any other Person and (B) neither the Administrative AgentAgent , any Arranger the Arranger, nor any Lender has any obligation to the Loan Parties or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the ArrangersArranger, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties and their respective Affiliates, and neither the Administrative Agent, any Arranger the Arranger, nor any Lender has any obligation to disclose any of such interests to the Loan Parties and their respective Affiliates. To the fullest extent permitted by Law, each of the Loan Parties hereby waives and releases any claims that it may have against the Administrative Agent, any Arranger the Arranger, or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 2 contracts

Sources: Credit Agreement (I3 Verticals, Inc.), Credit Agreement (I3 Verticals, Inc.)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Loan Parties Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, understanding that: (a) (i) (A) the arranging and other services regarding this Agreement provided transactions contemplated by the Administrative Agent, Loan Documents (including the Arrangers exercise of rights and the Lenders remedies hereunder and thereunder) are arm’s-length commercial transactions between the Agents, the Lenders, the Issuing Banks and the Lead Arrangers on the one hand, and the Loan Parties and their Affiliates, on the one hand, and the Administrative Agent, the Arrangers and the Lenders, on the other hand, (Bii) each of the Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (Ciii) each of the Loan Parties is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (iib) (Ai) the Administrative AgentAgents, the Arrangers Issuing Banks and the Lenders Lead Arrangers are and have been, and each Lender is and has been been, acting solely as a principal and, except as expressly agreed in writing by the relevant parties, have or has not been, are or is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties Parties, its stockholders or its Affiliates (irrespective of whether any of their respective AffiliatesLender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters), or any other Person and (Bii) neither none of the Administrative AgentAgents, any Arranger the Issuing Banks, the Lead Arrangers nor any Lender has any obligation to the Loan Parties Borrower or any of their respective its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iiic) the Administrative AgentAgents, the Issuing Banks, the Lead Arrangers, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve economic interests that differ from conflict with those of the Loan Parties and Parties, their respective Affiliatesstockholders and/or their affiliates, and neither none of the Administrative AgentAgents, any Arranger the Issuing Banks, the Lead Arrangers nor any Lender has any obligation to disclose any of such interests to the Borrower or any of its Affiliates. Each Loan Parties Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and their respective Affiliatessuch Loan Party, its stockholders or its affiliates, on the other. To the fullest extent permitted by Lawlaw, each of the Loan Parties Party hereby waives and releases any claims that it may have against the Administrative AgentAgents, any Arranger the Issuing Banks, the Lead Arrangers or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 2 contracts

Sources: Credit Agreement (Ironwood Pharmaceuticals Inc), Credit Agreement (Ironwood Pharmaceuticals Inc)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Borrower and each other Loan Parties Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers and the Lenders are arm’s-length commercial transactions between the Loan Parties Borrower and their its respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers and the Lenders, on the other hand, (B) each of the Loan Parties Party has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Loan Parties Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; , (ii) (A) the Administrative Agent, the Arrangers and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties or any of their respective Affiliates, or any other Person and (B) neither none of the Administrative Agent, any Arranger nor or any Lender has any obligation to the Loan Parties or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; , and (iii) the Administrative Agent, the Arrangers, the Lenders Lenders, and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties and their respective Affiliates, and neither none of the Administrative Agent, any Arranger nor or any Lender has any obligation to disclose any of such interests to the Loan Parties and or any of their respective Affiliates. To the fullest extent permitted by Lawlaw, each of the Loan Parties Party hereby waives and releases any claims that it may have against the Administrative Agent, any Arranger the Arrangers or any Lender the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 2 contracts

Sources: Amendment No. 2 and Reaffirmation of Collateral Documents (Einstein Noah Restaurant Group Inc), Credit Agreement (Einstein Noah Restaurant Group Inc)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Loan Parties Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers Agent and the Lenders Lead Arranger are arm’s-length commercial transactions between the Loan Parties Borrower and their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers Agent and the LendersLead Arranger, on the other hand, (B) each of the Loan Parties Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Loan Parties Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arrangers each Lender and the Lenders Lead Arranger each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties Borrower or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, any nor the Lead Arranger nor or any Lender has any obligation to the Loan Parties Borrower or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, each Lender and the Arrangers, the Lenders Lead Arranger and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties Borrower and their respective Affiliates, and neither the Administrative Agent, any Agent nor the Lead Arranger nor any Lender has any obligation to disclose any of such interests to the Loan Parties and Borrower or any of their respective Affiliates. To the fullest extent permitted by Lawlaw, each of the Loan Parties Borrower hereby waives and releases any claims that it may have against the Administrative Agent, any each Lender and the Lead Arranger or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 2 contracts

Sources: Credit Agreement (ServiceTitan, Inc.), Credit Agreement (ServiceTitan, Inc.)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), Borrower and each of the other Loan Parties Party acknowledges and agrees, agrees and acknowledges its Affiliates’ understanding, understanding that that: (i) (Aa)(i) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers and the Agent and/or Lenders are arm’s-length commercial transactions between the Borrower, each other Loan Parties Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers Agent and the Lenders, on the other hand, (Bii) each of Borrower and the other Loan Parties has have consulted its their own legal, accounting, regulatory and tax advisors to the extent it has they have deemed appropriate, and (Ciii) Borrower and each of the other Loan Parties Party is capable of evaluatingevaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (iib)(i) (A) each of the Administrative Agent, the Arrangers Agent and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary fiduciary, for the Borrower, any other Loan Parties Party, or any of their respective Affiliates, or any other Person and (Bii) neither the Administrative Agent, any Arranger Agent nor any Lender has any obligation to the Borrower, any other Loan Parties Party or any of their respective Affiliates with respect to the transactions transaction contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iiic) the Administrative Agent, the Arrangers, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of Borrower, the other Loan Parties and their respective Affiliates, and neither each of the Administrative Agent, any Arranger nor any Lender Agent and Lenders has any no obligation to disclose any of such interests to the Borrower , any other Loan Parties and Party of any of their respective Affiliates. To the fullest extent permitted by Lawlaw, each of Borrower and the other Loan Parties hereby waives waive and releases release any claims that it may have against the Administrative Agent, any Arranger or any Agent and each Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 2 contracts

Sources: Second Lien Term Loan Agreement (Ram Energy Resources Inc), Revolving Credit Agreement (Ram Energy Resources Inc)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Loan Parties Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers Agents and the Lenders Joint Lead Arrangers are arm’s-length commercial transactions between the Loan Parties Borrowers and their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers Agent and the LendersJoint Lead Arrangers, on the other hand, (B) each of the Loan Parties Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Loan Parties Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative AgentAgents, the Joint Lead Arrangers and the Lenders each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties Borrowers or any of their respective Affiliates, or any other Person and (B) neither none of the Administrative AgentAgents, any Arranger the Joint Lead Arrangers nor any Lender has any obligation to the Loan Parties Borrowers or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative AgentAgents, the Joint Lead Arrangers, the Lenders Lender and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties Borrowers and their respective Affiliates, and neither none of the Administrative AgentAgents, any Arranger the Joint Lead Arrangers nor any Lender has any obligation to disclose any of such interests to the Loan Parties and Borrowers or any of their respective Affiliates. To the fullest extent permitted by Lawlaw, each of the Loan Parties Borrower hereby waives and releases any claims that it may have against the Administrative AgentAgents, any Arranger the Joint Lead Arrangers or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 2 contracts

Sources: Credit Agreement (Bloomin' Brands, Inc.), Credit Agreement (Bloomin' Brands, Inc.)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Loan Parties Borrower and each Guarantor acknowledges and agrees, and acknowledges its Affiliates’ understanding, agrees that: (i) (A) the arranging and other services regarding this Loan Agreement provided by the Administrative Agent, the Arrangers Agent and the Lenders Joint Lead Arrangers are arm’s-length commercial transactions between the Loan Parties Borrowers and the Guarantors and their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers Agent and the LendersJoint Lead Arrangers, on the other hand, (B) each of the Loan Parties Borrower each Guarantor has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Loan Parties Borrowers and each Guarantor is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arrangers Agent and the Lenders Joint Lead Arrangers each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties any Borrower, any Guarantor or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, any Arranger Agent nor any Lender Joint Lead Arranger has any obligation to the Loan Parties any Borrower, any Guarantor or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Arrangers, the Lenders Joint Lead Arrangers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties Borrowers, the Guarantors and their respective Affiliates, and neither the Administrative Agent, any Arranger Agent nor any Lender Joint Lead Arranger has any obligation to disclose any of such interests to the Loan Parties and Borrowers, the Guarantors or any of their respective Affiliates. To the fullest extent permitted by Lawlaw, each of the Loan Parties Borrower and each Guarantor hereby waives and releases any claims that it may have against the Administrative Agent, any Arranger or any Lender Agent and the Joint Lead Arrangers with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 2 contracts

Sources: Loan and Security Agreement (Bon Ton Stores Inc), Loan and Security Agreement (Bon Ton Stores Inc)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Loan Parties Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, agrees that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers any Arranger and any book runner and the Lenders are arm’s-length commercial transactions between the Loan Parties and their Affiliates, on the one hand, and the Administrative Agent, the Arrangers any Arranger and any book runner and the Lenders, on the other hand, (B) each of the Loan Parties has have consulted its their own legal, accounting, regulatory and tax advisors to the extent it has they have deemed appropriate, and (C) each of the Loan Parties is are capable of evaluating, and understands understand and acceptsaccept, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) each of the Administrative Agent, the Arrangers any Arranger and any book runner and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, any Arranger and any book runner nor any Lender has any obligation to the Loan Parties or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Arrangers, any Arranger and any book runner and each of the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties and their respective Affiliates, and neither the Administrative Agent, any Arranger and any book runner nor any Lender has any obligation to disclose any of such interests to the Loan Parties and or their respective Affiliates. To the fullest extent permitted by Lawlaw, each of the Loan Parties hereby waives waive and releases release any claims that it they may have against the Administrative Agent, any Arranger or and any Lender book runner and each of the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 2 contracts

Sources: Credit Agreement (W.W. Grainger, Inc.), Credit Agreement (Grainger W W Inc)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Loan Parties acknowledges Borrower and agreesthe Parent acknowledge and agree, and acknowledges its Affiliates’ acknowledge their Subsidiaries understanding, that: (i) (A1) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers Lead Arranger and the Lenders Lender Parties are arm’s-length commercial transactions between the Loan Parties and their Affiliatesrespective Subsidiaries, on the one hand, and the Administrative Agent, the Arrangers Lead Arranger and the LendersLender Parties, on the other hand, ; (B2) each of the Loan Parties Borrower and the Parent has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, ; and (C3) each of the Loan Parties Borrower and the Parent is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions transaction contemplated hereby and by the other Loan Documents; (ii) (A1) the Administrative Agent, the Arrangers Lead Arranger and the Lenders Lender Parties each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties or any of their respective AffiliatesSubsidiaries, or any other Person Person; and (B2) neither the Administrative Agent, any Lead Arranger nor any Lender Party has any obligation to the Loan Parties or any of their respective Affiliates Subsidiaries with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative AgentLead Arranger and the Lender Parties, the Arrangers, the Lenders and their respective Subsidiaries and Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties and Parties, their respective AffiliatesSubsidiaries, and neither the Administrative Agent, any Lead Arranger nor any Lender Party has any obligation to disclose any of such interests to any of the Loan Parties and or any of their respective AffiliatesSubsidiaries. To the fullest extent permitted by Lawlaw, each of the Loan Parties Borrower and the Parent hereby waives and releases any claims that it may have against the Administrative Agent, any Lead Arranger or any and the Lender Parties with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 2 contracts

Sources: Credit Agreement (Wayfair Inc.), Credit Agreement (Wayfair Inc.)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Loan Parties acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers and the Lenders are arm’s-length commercial transactions between the Loan Parties and their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers and the Lenders, on the other hand, (B) each of the Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Loan Parties is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arrangers and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, any Arranger the Arrangers nor any Lender has any obligation to the Loan Parties or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Arrangers, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties and their respective Affiliates, and neither the Administrative Agent, any Arranger the Arrangers nor any Lender has any obligation to disclose any of such interests to the Loan Parties and their respective Affiliates. To the fullest extent permitted by Law, each of the Loan Parties hereby waives and releases any claims that it may have against the Administrative Agent, any Arranger or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby. Each Loan Party further acknowledges and agrees that each Lender, the Arrangers and any Affiliate thereof may lend money to, invest in, and generally engage in any kind of business with, any of the Loan Parties, any Affiliate thereof or any other person or entity that may do business with or own securities of any of the foregoing, all as if such Lender, Arranger or Affiliate thereof were not a Lender or Arranger or an Affiliate thereof (or an agent or any other person with any similar role under the credit facilities provided hereunder) and without any duty to account therefor to any other Lender, the Arrangers, the Loan Parties or any Affiliate of the foregoing. Each Lender, the Arrangers and any Affiliate thereof may accept fees and other consideration from the Loan Parties or any Affiliate thereof for services in connection with this Agreement, the credit facilities provided hereunder or otherwise without having to account for the same to any other Lender, the Arrangers, the Loan Parties or any Affiliate of the foregoing.

Appears in 2 contracts

Sources: Credit Agreement (Salesforce Com Inc), Credit Agreement (Salesforce Com Inc)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Loan Parties Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, understanding that: (a) (i) (A) the arranging and other services regarding this Agreement provided transactions contemplated by the Administrative Agent, Loan Documents (including the Arrangers exercise of rights and the Lenders remedies hereunder and thereunder) are arm’s-length commercial transactions between the Agents, the Lenders, the Issuing Banks and the Lead Arrangers on the one hand, and the Loan Parties and their Affiliates, on the one hand, and the Administrative Agent, the Arrangers and the Lenders, on the other hand, (Bii) each of the Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (Ciii) each of the Loan Parties is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (iib) (Ai) the Administrative AgentAgents, the Arrangers Issuing Banks and the Lenders Lead Arrangers are and have been, and each Lender is and has been been, acting solely as a principal and, except as expressly agreed in writing by the relevant parties, have or has not been, are or is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties Parties, its stockholders or its Affiliates (irrespective of whether any of their respective AffiliatesLender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters), or any other Person and (Bii) neither none of the Administrative AgentAgents, any Arranger the Issuing Banks, the Lead Arrangers nor any Lender has any obligation to the Loan Parties Borrower or any of their respective its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iiic) the Administrative AgentAgents, the Issuing banks, the Lead Arrangers, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve economic interests that differ from conflict with those of the Loan Parties and Parties, their respective Affiliatesstockholders and/or their affiliates, and neither none of the Administrative AgentAgents, any Arranger the Issuing Banks, the Lead Arrangers nor any Lender has any obligation to disclose any of such interests to the Borrower or any of its Affiliates. Each Loan Parties Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and their respective Affiliatessuch Loan Party, its stockholders or its affiliates, on the other. To the fullest extent permitted by Lawlaw, each of the Loan Parties Party hereby waives and releases any claims that it may have against the Administrative AgentAgents, any Arranger the Issuing Banks, the Lead Arrangers or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 2 contracts

Sources: Credit Agreement (Allegro Microsystems, Inc.), Credit Agreement (Allegro Microsystems, Inc.)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Loan Parties acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers Lenders and the Lenders Arrangers, are arm’s-length commercial transactions between the Loan Parties and their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers Lenders and the LendersArrangers, on the other hand, (B) each of the Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Loan Parties is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arrangers Lenders and the Lenders Arrangers each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the any Loan Parties Party or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, Agent nor any Arranger nor any or Lender has any obligation to the any Loan Parties Party or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Arrangers, Lenders and the Lenders Arrangers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties and their respective Affiliates, and neither the Administrative Agent, Agent nor any Arranger nor any or Lender has any obligation to disclose any of such interests to the Loan Parties and their respective Affiliates. To the fullest extent permitted by Lawlaw, each of the Loan Parties hereby waives and releases any claims that it may have against the Administrative Agent, any Arranger or any Lender the Lenders and the Arrangers with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 2 contracts

Sources: Credit Agreement (RR Donnelley & Sons Co), Credit Agreement (RR Donnelley & Sons Co)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Loan Parties Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers Collateral Agent and the Lenders Arrangers are arm’s-length commercial transactions between the Loan Parties such Borrower and their its Affiliates, on the one hand, and the Administrative Agent, the Arrangers Collateral Agent and the LendersArrangers, on the other hand, (B) each of the Loan Parties such Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Loan Parties such Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arrangers Collateral Agent and the Lenders Arrangers each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the such Borrower, any other Loan Parties Party or any of their respective its Affiliates, or any other Person and (B) neither the Administrative Agent, any Arranger the Collateral Agent nor any Lender of the Arrangers has any obligation to the Loan Parties such Borrower or any of their respective its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Arrangers, Collateral Agent and the Lenders Arrangers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties such Borrower and their respective its Affiliates, and neither the Administrative Agent, the Collateral Agent nor any Arranger nor any Lender has any obligation to disclose any of such interests to the Loan Parties and their respective such Borrower or its Affiliates. To the fullest extent permitted by Lawlaw, each of the Loan Parties Borrowers hereby waives and releases any claims that it may have against the Administrative Agent, any Arranger or any Lender the Collateral Agent and the Arrangers with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 2 contracts

Sources: Credit Agreement (Host Hotels & Resorts, Inc.), Credit Agreement (Host Hotels & Resorts, Inc.)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Loan Parties acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers Arrangers, and the Lenders are arm’s-length commercial transactions between the Loan Parties and their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers and the Lenders, on the other hand, (B) each of the Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Loan Parties is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arrangers and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, nor any Arranger nor or any Lender has any obligation to the Loan Parties or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Arrangers, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties and their respective Affiliates, and neither the Administrative Agent, nor any Arranger nor or any Lender has any obligation to disclose any of such interests to the Loan Parties and their respective Affiliates. To the fullest extent permitted by Law, each of the Loan Parties hereby waives and releases any claims that it may have against the Administrative Agent, any Arranger or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 2 contracts

Sources: Credit Agreement (Sisecam Chemicals USA Inc.), Credit Agreement (Ciner Enterprises Inc.)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan DocumentDocument executed or delivered in connection herewith), each of the Loan Parties Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers arrangers and the Lenders are arm’s-length commercial transactions between the Loan Parties Borrower and their its Affiliates, on the one hand, and the Administrative Agent, the Arrangers arrangers and the Lenders, on the other hand, (B) each of the Loan Parties Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Loan Parties Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan DocumentsDocuments executed or delivered in connection herewith; (ii) (A) the Administrative Agent, the Arrangers each Lender and the Lenders each arranger is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties Borrower or any of their respective its Affiliates, or any other Person and (B) neither the Administrative Agent, any Arranger Agent nor any arranger or Lender has any obligation to the Loan Parties Borrower or any of their respective its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan DocumentsDocuments executed or delivered in connection herewith; and (iii) the Administrative Agent, the Arrangers, the arranges and Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties Borrower and their respective its Affiliates, and neither the Administrative Agent, any Arranger nor arranger or any Lender has any obligation to disclose any of such interests to the Loan Parties and their respective Borrower or its Affiliates. To the fullest full extent permitted by Lawlaw, each of the Loan Parties Borrower hereby waives and releases any claims that it may have against the Administrative Agent, any Arranger arranger or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 2 contracts

Sources: Credit Agreement (Williams Randa Duncan), Credit Agreement (Williams Randa Duncan)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Loan Parties Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers Agent and the Lenders Mexican Collateral Agent are arm’s-length commercial transactions between the Loan Parties and their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers Mexican Collateral Agent and the Lenders, on the other hand, (B) each of the Loan Parties Party has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Loan Parties Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) each of the Administrative Agent, the Arrangers Mexican Collateral Agent and the Lenders each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the each Loan Parties Party or any of their respective Affiliates, or any other Person and (B) neither none of the Administrative Agent, any Arranger the Mexican Collateral Agent nor any Lender has any obligation to the Loan Parties or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the ArrangersMexican Collateral Agent, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties and their respective Affiliates, and neither none of the Administrative Agent, any Arranger the Mexican Collateral Agent nor any Lender has any obligation to disclose any of such interests to the Loan Parties and or any of their respective Affiliates. To the fullest extent permitted by Lawlaw, each of the Loan Parties Party hereby waives and releases any claims that it may have against the Administrative AgentAgent , any Arranger or any Lender the Mexican Collateral Agent and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 2 contracts

Sources: Credit Agreement (Playa Hotels & Resorts N.V.), Credit Agreement (Playa Hotels & Resorts N.V.)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Loan Parties Borrower and Holdings acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: agrees that (i) (A) the arranging and other services regarding this Agreement provided by the Administrative AgentAgents, the Arrangers and the Lenders are arm’s-length commercial transactions between the Loan Parties Borrower, Holdings and their respective Affiliates, on the one hand, and the Administrative AgentAgents, the Arrangers and the Lenders, on the other hand, (B) each of the Loan Parties Borrower and Holdings has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Loan Parties Borrower and Holdings is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative each Agent, the Arrangers Arranger and the Lenders each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties Borrower, Holdings or any of their respective Affiliates, or any other Person and (B) neither none of the Administrative AgentAgents, any Arranger the Arrangers nor any Lender has any obligation to the Loan Parties Borrower, Holdings or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative AgentAgents, the Arrangers, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties Borrower, Holdings and their respective Affiliates, and neither none of the Administrative AgentAgents, any Arranger the Arrangers nor any Lender has any obligation to disclose any of such interests to the Loan Parties and Borrower, Holdings or any of their respective Affiliates. To the fullest extent permitted by Lawlaw, each of the Loan Parties Borrower and Holdings hereby waives and releases any claims that it may have against the Administrative AgentAgents, any Arranger the Arrangers or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 2 contracts

Sources: Credit Agreement (Torrid Holdings Inc.), Credit Agreement (Torrid Holdings Inc.)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Loan Parties acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers Agent and MLPFS and the Lenders are arm’s-length commercial transactions between the Loan Parties and their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers MLPFS and the Lenders, on the other hand, (B) each of the Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Loan Parties is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arrangers MLPFS and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, any Arranger MLPFS nor any Lender has any obligation to the Loan Parties or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the ArrangersMLPFS, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties and their respective Affiliates, and neither the Administrative Agent, any Arranger MLPFS nor any Lender has any obligation to disclose any of such interests to the Loan Parties and their respective Affiliates. To the fullest extent permitted by Law, each of the Loan Parties hereby waives and releases any claims that it may have against the Administrative Agent, any Arranger MLPFS or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 2 contracts

Sources: Credit Agreement (Flowserve Corp), Credit Agreement (Brady Corp)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Loan Parties Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, agrees that: (i) (Aa)(i) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers Lenders and the Lenders Arrangers are arm’s-length arm’s‑length commercial transactions between the Loan Parties Borrower and their its Affiliates, on the one hand, and the Administrative Agent, the other Arrangers and the Lenders, on the other hand, (Bii) each of the Loan Parties Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (Ciii) each of the Loan Parties Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) b) (Ai) the Administrative Agent, the Arrangers Lenders and the Lenders each other Arranger is and has been acting solely as a principal with respect to the Borrower or any of its Affiliates and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties Borrower or any of their respective its Affiliates, or any other Person and (Bii) neither the Administrative Agent, any Arranger nor any other Lender or Arranger, has any obligation to the Loan Parties Borrower or any of their respective its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iiic) the Administrative Agent, the Arrangers, Lenders and the Lenders other Arrangers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties Borrower and their respective its Affiliates, and neither the Administrative Agent, any Arranger nor any other Lender or Arranger, has any obligation to disclose any of such interests to the Loan Parties and their respective Borrower or its Affiliates. To the fullest extent permitted by Law, each of the Loan Parties Borrower hereby waives and releases any claims that it may have against the Administrative Agent, any Arranger or any Lender and the other Arrangers with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated herebythe Transactions or the transactions to be effectuated pursuant to the First Amendment.

Appears in 2 contracts

Sources: Credit Agreement (AdvanSix Inc.), Credit Agreement (AdvanSix Inc.)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Loan Parties Parent and the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers Agent and the Arrangers, and the extensions of credit made by the Lenders pursuant to this Agreement, are arm’s-length commercial transactions between the Loan Parties Parent and their its Affiliates, on the one hand, and the Administrative Agent, the Arrangers Agent and the LendersArrangers, on the other hand, (B) each of the Loan Parties Parent and the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Loan Parties Parent and the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arrangers and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties Parent or any of their respective its Affiliates, or any other Person and Person, (B) neither the 108 Administrative Agent, any Arranger nor any Lender the Arrangers or the Lenders has any obligation to the Loan Parties Parent or any of their respective its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan DocumentsDocuments and (C) neither the Administrative Agent, any Arranger or any Lender undertakes any responsibility to the Parent or any of its Affiliates to review or inform the Borrower of any matter in connection with any phase of the Borrower’s business or operations; and (iii) the Administrative Agent, the Arrangers, Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties Parent and their respective its Affiliates, and neither the Administrative Agent, any Arranger the Arrangers, the Lenders nor any Lender has their respective Affiliates have any obligation to disclose any of such interests to the Loan Parties and their respective Parent or any of its Affiliates. To the fullest extent permitted by Lawlaw, each of the Loan Parties Parent and the Borrower hereby waives and releases any claims that it may have against the Administrative Agent, any Arranger or any Lender the Arrangers, the Lenders and their respective Affiliates with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 1 contract

Sources: Credit Agreement (Empire State Realty OP, L.P.)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Loan Parties Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Lead Arrangers and the Lenders are arm’s-length commercial transactions between the Loan Parties Borrower and their its Affiliates, on the one hand, and the Administrative Agent, the Lead Arrangers and the Lenders, on the other hand, (B) each of the Loan Parties Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Loan Parties Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Lead Arrangers and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties Borrower or any of their respective its Affiliates, or any other Person and (B) neither the Administrative Agent, any Lead Arranger nor any Lender has any obligation to the Loan Parties Borrower or any of their respective its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Lead Arrangers, the Lenders Lenders, and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties Borrower and their respective its Affiliates, and neither the Administrative Agent, any Lead Arranger nor any Lender has any obligation to disclose any of such interests to the Loan Parties and their respective Borrower its Affiliates. To the fullest extent permitted by Lawlaw, each of the Loan Parties Borrower hereby waives and releases any claims that it may have against the Administrative Agent, any Arranger or any Lender the Lead Arrangers and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 1 contract

Sources: Credit Agreement (Callaway Golf Co)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Credit Document), each of the Loan Parties Parent and the Borrowers, for itself and on behalf of the other Credit Parties, acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (Aa)(i) the arranging and other services regarding this Credit Agreement provided by the Administrative Agent, Agents and the Arrangers and the Lenders are arm’s-length commercial transactions between the Loan Credit Parties and their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers Agents and the LendersArrangers, on the other hand, (Bii) each of the Loan Credit Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (Ciii) each of the Loan Credit Parties is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Credit Documents; (iib)(i) (A) each of the Administrative Agent, Agents and each of the Arrangers and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Credit Parties or any of their respective Affiliates, or any other Person and (Bii) neither the Administrative Agent, none of any Agent nor any Arranger nor any Lender has any obligation to the Loan Credit Parties or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Credit Documents; and (iiic) the Administrative Agent, Agents and the Arrangers, the Lenders Arrangers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Credit Parties and their respective Affiliates, and neither the Administrative Agent, none of any Agent or any Arranger nor any Lender has any obligation to disclose any of such interests to the Loan Credit Parties and their respective Affiliates. To the fullest extent permitted by Law, each of the Loan Parties Parent and the Borrowers, for itself and on behalf of the other Credit Parties, hereby waives and releases any claims that it may have against the Administrative Agent, any Arranger or any Lender Agents and the Arrangers with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 1 contract

Sources: Credit Agreement (Owens & Minor Inc/Va/)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Loan Parties Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers Arrangers, and the Lenders are arm’s-length commercial transactions between the Loan Parties Borrower and their its respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers and the Lenders, on the other hand, (B) each of the Loan Parties Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Loan Parties Borrower is capable of evaluating, and understands 134956965_3 and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arrangers and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties Borrower or any of their respective its Affiliates, or any other Person and (B) neither the Administrative Agent, any Arranger the Arrangers nor any Lender has any obligation to the Loan Parties Borrower or any of their respective its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Arrangers, the Lenders Lenders, and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties Borrower and their respective its Affiliates, and neither the Administrative Agent, any Arranger the Arrangers nor any Lender has any obligation to disclose any of such interests to the Loan Parties and their respective Borrower or its Affiliates. To the fullest extent permitted by Lawlaw, each of the Loan Parties Borrower hereby waives and releases any claims that it may have against the Administrative Agent, any Arranger or any Lender the Arrangers and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 1 contract

Sources: Credit Agreement (Quidel Corp /De/)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Loan Parties Borrower and Holdings acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: agrees that (i) (A) the arranging and other services regarding this Agreement provided by the Administrative AgentAgents, the Arrangers and the Lenders are arm’s-length commercial transactions between the Loan Parties Borrower, Holdings and their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers and the Lenders, on the other hand, (B) each of the Loan Parties Borrower and Holdings has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Loan Parties Borrower and Holdings is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative each Agent, the Arrangers and the Lenders each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties Borrower, Holdings or any of their respective Affiliates, or any other Person and (B) neither none of the Administrative AgentAgents, any Arranger nor the Arrangers or any Lender has any obligation to the Loan Parties Borrower, Holdings or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative AgentAgents, the Arrangers, Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties Borrower, Holdings and their respective Affiliates, and neither none of the Administrative AgentAgents, any Arranger the Arrangers nor any Lender has any obligation to disclose any of such interests to the Loan Parties and Borrower, Holdings or any of their respective Affiliates. To the fullest extent permitted by Lawlaw, each of the Loan Parties Borrower and Holdings hereby waives and releases any claims that it may have against the Administrative AgentAgents, any Arranger the Arrangers or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 1 contract

Sources: Credit Agreement (LifeStance Health Group, Inc.)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Loan Parties Borrower acknowledges and agrees, and acknowledges and agrees that it has informed its other Affiliates’ understanding, that: (i) (A) no fiduciary, advisory or agency relationship between any of the Borrower and its Subsidiaries and any Agent or the Arranger is intended to be or has been created in respect of any of the transactions contemplated hereby and by the other Loan Documents, irrespective of whether any Agent or the Arranger has advised or is advising any of the Borrower and its Subsidiaries on other matters, (B) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers Agents and the Lenders Arranger are arm’s-length commercial transactions between the Loan Parties Borrower and their Affiliatesits Subsidiaries, on the one hand, and the Administrative Agent, the Arrangers Agents and the LendersArranger, on the other hand, (BC) each of the Loan Parties Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (CD) each of the Loan Parties Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arrangers Agents and the Lenders Arranger each is and has been acting solely as a principal and, except as may otherwise be expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties Borrower or any of their respective its Affiliates, or any other Person and (B) neither any Agent nor the Administrative Agent, any Arranger nor any Lender has any obligation to the Loan Parties Borrower or any of their respective its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, Agents and the Arrangers, the Lenders Arranger and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties Borrower and their respective its Affiliates, and neither any Agent nor the Administrative Agent, any Arranger nor any Lender has any obligation to disclose any of such interests and transactions to the Loan Parties and their respective Borrower or its Affiliates. To the fullest extent permitted by Lawlaw, each of the Loan Parties Borrower hereby waives and releases any claims that it may have against the Administrative Agent, any Agents and the Arranger or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 1 contract

Sources: Credit Agreement (Zekelman Industries, Inc.)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Loan Parties Party acknowledges and agrees, agrees and acknowledges its Affiliates’ understanding, that: understanding that (i) (Aa)(i) the arranging and other services regarding this Agreement provided by the Administrative AgentAgents, the Arrangers and Issuing Banks and/or the Lenders are arm’s-length commercial transactions between each of the Loan Parties and their respective Affiliates, on the one hand, and the Administrative AgentAgents, the Arrangers Issuing Banks and the Lenders, on the other hand, (Bii) each of the Loan Parties Party has consulted its own legal, accounting, regulatory and tax advisors to the extent it has they have deemed appropriate, and (Ciii) each of the Loan Parties Party is capable of evaluatingevaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (iib)(i) (A) each of the Administrative AgentAgents, the Arrangers Issuing Banks and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the any Loan Parties or any of their respective Affiliates, or any other Person Person, and (Bii) neither the Administrative AgentAgents, any Arranger the Issuing Banks nor any Lender has any obligation to the any Loan Parties or any of their respective Affiliates with respect to the transactions transaction contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iiic) the Administrative AgentAgents, the ArrangersIssuing Banks, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties and their respective Affiliates, and neither each of the Administrative AgentAgents, any Arranger nor any Lender the Issuing Banks and the Lenders has any no obligation to disclose any of such interests to the any Loan Parties and or any of their respective Affiliates. To the fullest extent permitted by Lawlaw, each of the Loan Parties Party hereby waives and releases any claims that it may have against the Administrative any Agent, any Arranger Issuing Bank or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 1 contract

Sources: Credit Agreement (Buckeye Partners, L.P.)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Loan Parties Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Lead Arrangers and the Lenders other Agents are arm’s-length commercial transactions between the Loan Parties Borrower and their its Affiliates, on the one hand, and the Administrative Agent, the Lead Arrangers and the Lendersother Agents, on the other hand, (B) each of the Loan Parties Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, appropriate and (C) each of the Loan Parties Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arrangers each Lead Arranger and the Lenders each other Agent each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary fiduciary, for the Loan Parties Borrower or any of their respective Affiliates, its Affiliates or any other Person and (B) neither the Administrative Agent, any Arranger Agent nor any Lender Lead Arranger or other Agent has any obligation to the Loan Parties Borrower or any of their respective its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Arrangers, Lead Arrangers and the Lenders other Agents and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties Borrower and their respective its Affiliates, and neither the Administrative Agent, any Arranger Agent nor any Lender Lead Arranger or other Agent has any obligation to disclose any of such interests to the Loan Parties and their respective Borrower or any of its Affiliates. To the fullest full extent permitted by Law, each of the Loan Parties Borrower hereby waives and releases any claims that it may have against the Administrative Agent, any Arranger or any Lender the Lead Arrangers and the other Agents with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 1 contract

Sources: Credit, Pledge and Security Agreement (Discovery Communications, Inc.)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Loan Parties Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers BAS, and the Lenders other lead arranger(s) are arm’s-length commercial transactions between the Loan Parties such Borrower and their its Affiliates, on the one hand, and the Administrative Agent, the Arrangers BAS, and the Lendersother lead arranger(s), on the other hand, (B) each of the Loan Parties Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Loan Parties such Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arrangers BAS, and the Lenders each other lead arranger each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties such Borrower or any of their respective its Affiliates, or any other Person and (B) neither the Administrative Agent, any Arranger BAS nor any Lender other lead arranger has any obligation to the Loan Parties such Borrower or any of their respective its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, BAS and the Arrangers, the Lenders other lead arranger(s) and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties such Borrower and their respective its Affiliates, and neither the Administrative Agent, any Arranger BAS nor any Lender other lead arranger has any obligation to disclose any of such interests to the Loan Parties and their respective Borrower or any of its Affiliates. To the fullest extent permitted by Lawlaw, each of the Loan Parties Borrowers hereby waives and releases any claims that it may have against the Administrative Agent, any Arranger or any Lender BAS and the other lead arranger(s) with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 1 contract

Sources: Credit Agreement (Albemarle Corp)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Loan Parties Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers Arrangers, and the Lenders are arm’s-length commercial transactions between the Loan Parties Borrowers and their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers Arrangers, and the Lenders, on the other hand, (B) each of the Loan Parties Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Loan Parties Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arrangers and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties Borrowers or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, any Arranger nor any Lender has any obligation to the Loan Parties Borrowers or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Arrangers, the Lenders Lenders, and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties and Borrowers or any of their respective Affiliates, and neither the Administrative Agent, any Arranger nor any Lender has any obligation to disclose any of such interests to the Loan Parties and Borrowers or any of their respective Affiliates. To the fullest extent permitted by Lawlaw, each of the Loan Parties Borrowers hereby waives and releases any claims that it may have against the Administrative Agent, any Arranger or any Lender the Arrangers and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 1 contract

Sources: Credit Agreement (Quaker Chemical Corp)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Credit Document), each of the Loan Parties Credit Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (a) (i) no fiduciary, advisory or agency relationship between any Credit Party and its Subsidiaries and any Agent or any Lender is intended to be or has been created in respect of the transactions contemplated hereby or by the other Credit Documents, irrespective of whether any Agent or any Lender has advised or is advising any Credit Party or any of its Subsidiaries on other matters, (Aii) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers Agents and the Lenders are arm’s-length commercial transactions between the Loan such Credit Parties and their Affiliates, on the one hand, and the Administrative Agent, the Arrangers Agents and the Lenders, on the other hand, (Biii) each of the Loan Parties Credit Party has consulted its own legal, accounting, regulatory and tax advisors to the extent that it has deemed appropriate, appropriate and (Civ) each of the Loan Parties Credit Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Credit Documents; and (iib) (Ai) the Administrative Agent, the Arrangers Agents and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties any Credit Party or any of their respective its Affiliates, or any other Person Person; (ii) none of the Agents and (B) neither the Administrative Agent, any Arranger nor any Lender Lenders has any obligation to the Loan Parties any Credit Party or any of their respective its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Credit Documents; and (iii) the Administrative Agent, the Arrangers, Agents and the Lenders and their respective Affiliates may be engaged engaged, for their own accounts or the accounts of customers, in a broad range of transactions that involve interests that differ from those of the Loan Parties any Credit Party and their respective its Affiliates, and neither none of the Administrative Agent, any Arranger nor any Lender Agents and the Lenders has any obligation to disclose any of such interests to the Loan Parties and their respective any Credit Party or its Affiliates. To the fullest extent permitted by Lawlaw, each of the Loan Parties Credit Party hereby waives and releases any claims that it may have against the Administrative Agent, any Arranger or any Lender Agents and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 1 contract

Sources: Revolving Credit Agreement (OppFi Inc.)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Loan Parties Borrower acknowledges and agrees, and acknowledges and agrees that it has informed its other Affiliates’ understanding, that: (i) (A) no fiduciary, advisory or agency relationship between any of the Borrowers and their Subsidiaries and any Agent or any Arranger is intended to be or has been created in respect of any of the transactions contemplated hereby and by the other Loan Documents, irrespective of whether any Agent or any Arranger has advised or is advising the Borrowers and their respective Subsidiaries on other matters, (B) the arranging and other services regarding this Agreement provided by the Administrative Agent, Agents and the Arrangers and the Lenders are arm’s-length commercial transactions between the Loan Parties Borrowers and their AffiliatesSubsidiaries, on the one hand, and the Administrative Agent, the Arrangers Agents and the LendersArrangers, on the other hand, (BC) each of the Loan Parties has Borrowers have consulted its their own legal, accounting, regulatory and tax advisors to the extent it has they have deemed appropriate, and (CD) each of the Loan Parties Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arrangers each Agent and the Lenders each Arranger is and has been acting solely as a principal and, except as may otherwise be expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties Borrowers or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, any Agent nor any Arranger nor any Lender has any obligation to the Loan Parties Borrowers or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, Agents and the Arrangers, the Lenders Arrangers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties and Borrowers or any of their respective Affiliates, and neither the Administrative Agent, any Agent nor any Arranger nor any Lender has any obligation to disclose any of such interests and transactions to the Loan Parties and Borrowers or any of their respective Affiliates. To the fullest extent permitted by Lawlaw, each of the Loan Parties Borrower hereby waives and releases any claims that it may have against the Administrative Agent, any Arranger or any Lender Agents and the Arrangers with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 1 contract

Sources: Abl Credit Agreement (Tribune Publishing Co)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Loan Parties Borrower acknowledges and agrees, and acknowledges its AffiliatesSubsidiaries’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers and the Lenders are arm’s-length commercial transactions between the Loan Parties Borrower and their Affiliatesits Subsidiaries, on the one hand, and the Administrative Agent, the Arrangers and the Lenders, on the other hand, (B) each of the Loan Parties Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Loan Parties Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arrangers each Arranger and the Lenders each Lender each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties Borrower or any of their respective Affiliatesits Subsidiaries, or any other Person and (B) neither none of the Administrative Agent, any Arranger nor any Lender has any obligation to the Loan Parties Borrower or any of their respective Affiliates its Subsidiaries with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Arrangers, Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties Borrower and their respective its Affiliates, and neither none of the Administrative Agent, any Arranger nor any Lender has any obligation to disclose any of such interests to the Loan Parties and their respective AffiliatesBorrower or its Subsidiaries. To the fullest extent permitted by Lawlaw, each of the Loan Parties Borrower hereby waives and releases any claims that it may have against the Administrative Agent, any Arranger or nor any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 1 contract

Sources: Credit Agreement (Avery Dennison Corp)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Loan Parties Parent and the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers Agent and the Arrangers, and the extensions of credit made by the Lenders, and the L/C Issuers and the Swing Line Lenders pursuant to this Agreement, are arm’s-length commercial transactions between the Loan Parties Parent and their its Affiliates, on the one hand, and the Administrative Agent, the Arrangers Agent and the LendersArrangers, on the other hand, (B) each of the Loan Parties Parent and the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Loan Parties Parent and the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arrangers Arrangers, the Lenders, and the L/C Issuers and the Swing Line Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties Parent or any of their respective its Affiliates, or any other Person and (B) neither the Administrative Agent, any Arranger nor any Lender the Arrangers, the Lenders, or the L/C Issuers or the Swing Line Lenders has any obligation to the Loan Parties Parent or any of their respective its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Arrangers, the Lenders, and the L/C Issuers and the Swing Line Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties Parent and their respective its Affiliates, and neither the Administrative Agent, any Arranger the Arrangers, the Lenders, the L/C Issuers, the Swing Line Lenders nor any Lender has their respective Affiliates have any obligation to disclose any of such interests to the Loan Parties and their respective Parent or any of its Affiliates. To the fullest extent permitted by Lawlaw, each of the Loan Parties Parent and the Borrower hereby waives and releases any claims that it may have against the Administrative Agent, any Arranger or any Lender the Arrangers, the Lenders, the L/C Issuers, the Swing Line Lenders and their respective Affiliates with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 1 contract

Sources: Credit Agreement (Empire State Realty OP, L.P.)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Loan Parties acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers and the Lenders are arm’s-length commercial transactions between the Loan Parties and their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers and the Lenders, on the other hand, (B) each of the Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Loan Parties is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arrangers and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, any Arranger Arranger, nor any Lender has any obligation to the Loan Parties or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Arrangers, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties and their respective Affiliates, and neither the Administrative Agent, any Arranger Arranger, nor any Lender has any obligation to disclose any of such interests to the Loan Parties and their respective Affiliates. To the fullest extent permitted by Law, each of the Loan Parties hereby waives and releases any claims that it may have against the Administrative Agent, any Arranger the Arrangers or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 1 contract

Sources: Credit Agreement (Rite Aid Corp)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Loan Parties Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers MLPF&S and the Lenders other Lead Arranger are arm’s-length commercial transactions between the Loan Parties Borrower and their its Affiliates, on the one hand, and the Administrative Agent, the Arrangers MLPF&S and the Lendersother Lead Arranger, on the other hand, (B) each of the Loan Parties Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Loan Parties Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arrangers MLPF&S and the Lenders each other Lead Arranger each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties Borrower or any of their respective its Affiliates, or any other Person and (B) neither the Administrative Agent, any Arranger MLPF&S nor any Lender other Lead Arranger has any obligation to the Loan Parties Borrower or any of their respective its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, MLPF&S and the Arrangers, the Lenders other Lead Arranger and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties Borrower and their respective its Affiliates, and neither the Administrative Agent, any Arranger MLPF&S nor any Lender other Lead Arranger has any obligation to disclose any of such interests to the Loan Parties Borrower and their respective its Affiliates. To the fullest extent permitted by Applicable Law, each of the Loan Parties Borrower hereby waives and releases any claims that it may have against the Administrative Agent, any MLPF&S and the other Lead Arranger or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 1 contract

Sources: Revolving Credit Facility (Nordstrom Inc)