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 and the Arrangers, are arm's-length commercial transactions between the Loan Parties and their respective Affiliates, on the one hand, and the Administrative Agent and the Arrangers, 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 and the 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 or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent nor any Arranger 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 and the 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 nor any Arranger 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 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 10 contracts

Samples: Credit Agreement (Vectren Utility Holdings Inc), Credit Agreement (Vectren Utility Holdings Inc), Credit Agreement (Vectren Utility Holdings Inc)

AutoNDA by SimpleDocs

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 Company 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 Arranger, and the Arrangers, Lenders are arm'sarm’s-length commercial transactions between the Loan Parties Company and their respective its Affiliates, on the one hand, and the Administrative Agent Agent, the Arranger and the ArrangersLenders, on the other hand, (B) each of the Loan Parties Company 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 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, the Arranger and the Arrangers 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 Company or any of their respective its Affiliates, or any other Person and (B) neither the Administrative Agent Agent, the Arranger nor any Arranger Lender has any obligation to the Loan Parties Company 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, the Arranger and the Arrangers 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 Company and their respective its Affiliates, and neither the Administrative Agent Agent, the Arranger nor any Arranger Lender has any obligation to disclose any of such interests to the Loan Parties and their respective Company or any of its Affiliates. To the fullest extent permitted by Lawlaw, each of the Loan Parties Company hereby waives and releases any claims that it may have against the Administrative Agent and Agent, the Arrangers 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

Samples: Credit Agreement (Blackstone Secured Lending Fund), Credit Agreement (Blackstone Secured Lending Fund), Credit Agreement (Blackstone / GSO Secured Lending Fund)

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 and the Arrangers, Arranger are arm'sarm’s-length commercial transactions between the Loan Parties Company and their respective its Affiliates, on the one hand, and the Administrative Agent and the Arrangers, Arranger on the other hand, (B) each of the Loan Parties Company 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 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 Agent, the Arranger and the Arrangers 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 Company or any of their respective its Affiliates, or any other Person and (B) neither the Administrative Agent Agent, the Arranger nor any Arranger Lender has any obligation to the Loan Parties Company 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 and 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 Company and their respective its Affiliates, and neither the Administrative Agent Agent, the Arranger nor any Arranger Lender has any obligation to disclose any of such interests to the Loan Parties and their respective Company or any of its Affiliates. To the fullest extent permitted by Lawlaw, each of the Loan Parties Company hereby waives and releases any claims that it may have against the Administrative Agent Agent, the Arranger and the Arrangers 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 7 contracts

Samples: Credit Agreement (Buckeye Technologies Inc), Credit Agreement (Buckeye Technologies Inc), Credit Agreement (Buckeye 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 Company 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, the Lead Arrangers and the Arrangers, Lenders are arm'sarm’s-length commercial transactions between the Loan Parties Company and their respective its Affiliates, on the one hand, and the Administrative Agent Agent, the Lead Arrangers and the ArrangersLenders, on the other hand, (B) each of the Loan Parties Company 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 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, each Lead Arranger and the Arrangers 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 Company or any of their respective its Affiliates, or any other Person and (B) neither the Administrative Agent Agent, any Lead Arranger nor any Arranger Lender has any obligation to the Loan Parties Company 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 and Agent, the Arrangers 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 Company and their respective its Affiliates, and neither the Administrative Agent Agent, any Lead Arranger nor any Arranger Lender has any obligation to disclose any of such interests to the Loan Parties and their respective Company or its any of its Affiliates. To the fullest extent permitted by Law, each of the Loan Parties The Company hereby waives and releases agrees not to assert any claims that it may have claim against the Administrative Agent Agent, the Lead Arrangers and the Arrangers 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 7 contracts

Samples: Credit Agreement (Lamar Media Corp/De), Credit Agreement (Lamar Media Corp/De), Credit Agreement (Lamar Media 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 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 Agent, the Arrangers and the Arrangers, Lenders are arm'sarm’s-length commercial transactions between the Loan Parties and their respective AffiliatesParties, on the one hand, and the Administrative Agent Agent, the Arrangers and the ArrangersLenders, 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 Agent, the Arrangers and the Arrangers 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 AffiliatesParties, or any other Person and (B) neither the Administrative Agent Agent, any Arranger nor any Arranger 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 Agent, the Arrangers and the Arrangers 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 Agent, any Arranger nor any Arranger Lender has any obligation to disclose any of such interests to the Loan Parties and their respective AffiliatesParties. 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 and the Arrangers 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 7 contracts

Samples: Credit Agreement (Acadia Healthcare Company, Inc.), Credit Agreement (Acadia Healthcare Company, Inc.), Credit Agreement (Acadia Healthcare Company, 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: (ia) (Ai) the arranging and other services regarding this Agreement provided by the Administrative Agent Agent, the Arrangers and the Arrangers, Lenders are arm'sarm’s-length commercial transactions between the Loan Parties Company and their respective Affiliatesits Subsidiaries, on the one hand, and the Administrative Agent Agent, the Arrangers and the Arrangers, Lenders on the other hand, (Bii) each of the such Loan Parties Party has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (Ciii) each of the such 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 Agent, the Arrangers and the Arrangers each is and Lenders 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 or any of their respective Affiliatesits Subsidiaries, or any other Person and (Bii) neither the Administrative Agent Agent, the Arrangers nor any Arranger has the Lenders have any obligation to the Loan Parties Company 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 (iiic) the Administrative Agent Agent, the Arrangers and the Arrangers 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 Company and their respective Affiliatesits Subsidiaries, and neither none of the Administrative Agent Agent, the Arrangers nor any Arranger has the Lenders have any obligation to disclose any of such interests to the Loan Parties and their respective AffiliatesCompany or its Subsidiaries. To the fullest extent permitted by Law, each of the Loan Parties Party hereby waives and releases any claims that it may have against the Administrative Agent Agent, the Arrangers and the Arrangers 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 7 contracts

Samples: Credit Agreement (LyondellBasell Industries N.V.), Guaranty Agreement (LyondellBasell Industries N.V.), Credit Agreement (LyondellBasell Industries 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 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 Agents and the Arrangers, are arm'sarm’s-length commercial transactions between the Loan Parties and their respective AffiliatesSubsidiaries, on the one hand, and the Administrative Agent Agents and the Arrangers, 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 each Agent and the Arrangers 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 or any of their respective AffiliatesSubsidiaries, or any other Person and (B) neither the Administrative any Agent nor any Arranger 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 Agent and Agents, the Arrangers and their respective Affiliates Subsidiaries may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties and their respective AffiliatesSubsidiaries, and neither the Administrative any Agent nor any Arranger has any obligation to disclose any of such interests to the Loan Parties and or any of their respective AffiliatesSubsidiaries. 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 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 7 contracts

Samples: Credit Agreement (Burlington Stores, Inc.), Credit Agreement (Burlington Stores, Inc.), Credit Agreement (Burlington 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 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, the Lenders and the Arrangers, Arrangers are arm'sarm’s-length commercial transactions between the Loan Parties and their respective AffiliatesParties, on the one hand, and the Administrative Agent Agent, the Lenders and the 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, 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 Agent, the Lenders and the 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 or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent nor any Lender nor any 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 Agent, the Lenders and the 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 nor any Lender nor any 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 Agent, the Lenders and the Arrangers any 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

Samples: Credit and Guaranty Agreement (Actavis PLC), Term Loan Credit and Guaranty Agreement (Actavis PLC), Assignment and Assumption (Actavis PLC)

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 Credit 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 and the Arrangers, are arm'sarm’s-length commercial transactions between the Loan Credit Parties and their respective Affiliates, on the one hand, and the Administrative Agent and the Arrangers, 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 Documents; (ii) (A) the Administrative Agent and the Arrangers each other 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 Credit Parties or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent nor any other Arranger 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 Documents; and (iii) the Administrative Agent and the 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 Credit Parties and their respective Affiliates, and neither the Administrative Agent nor any other Arranger 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 and the other Arrangers in their capacities as such with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated herebytheir actions in arranging the Loans and negotiating the Loan Documents.

Appears in 6 contracts

Samples: Credit Agreement (DCP Midstream, LP), Credit Agreement (DCP Midstream, LP), Term Loan Agreement (DCP Midstream 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 Credit Parties acknowledges acknowledge and agreesagree, and acknowledges its acknowledge their Affiliates' understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent Agent, the Arranger, the Lenders and the Arrangers, other Arrangers are arm'sarm’s-length commercial transactions between the Loan Credit Parties and their respective Affiliates, on the one hand, and the Administrative Agent Agent, the Lenders and the Arrangers, on the other hand, (B) each of the Loan Credit 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 Credit 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, each Lender and the Arrangers each 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 any Credit Party or any of their respective its Affiliates, or any other Person and (B) neither the Administrative Agent Agent, any Lender nor any Arranger 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 Documents; and (iii) the Administrative Agent Agent, the Lenders and the 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 Agent, any Lender nor any Arranger has any obligation to disclose any of such interests to the Loan Credit Parties and or their respective Affiliates. To the fullest extent permitted by Law, each Each Credit Party agrees that it will not claim that any of the Loan Parties hereby waives and releases Administrative Agent, the Lenders or Arrangers has rendered advisory services of any claims that it may have against the Administrative Agent and the Arrangers with nature or respect or owes a fiduciary or similar duty to any breach or alleged breach of agency or fiduciary duty such Credit Party, in connection with any aspect of any transaction transactions contemplated hereby.

Appears in 6 contracts

Samples: Credit Agreement (Sabra Health Care REIT, Inc.), Credit Agreement (Sabra Health Care REIT, Inc.), Credit Agreement (Sabra Health Care REIT, 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 Company 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 Agent, the Lenders and the Arrangers, Arrangers are arm'sarm’s-length commercial transactions between the Loan Parties Company and their respective its Affiliates, on the one hand, and the Administrative Agent Agent, the Lenders and the Arrangers, on the other hand, (B) each of the Loan Parties Company 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 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 Agent, the Lenders and the 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 Company or any of their respective its Affiliates, or any other Person and (B) neither the Administrative Agent nor any Lender or Arranger has any obligation to the Loan Parties Company 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, the Lenders and the 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 Company and their respective its Affiliates, and neither the Administrative Agent nor any Lender or Arranger has any obligation to disclose any of such interests to the Loan Parties and their respective Company or its Affiliates. To the fullest extent permitted by Lawlaw, each of the Loan Parties Company hereby waives and releases any claims that it may have against the Administrative Agent Agent, the Lenders and the Arrangers any 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

Samples: Credit Agreement (Starbucks Corp), Day Credit Agreement (Starbucks Corp), 364 Day Credit Agreement (Starbucks 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 and the Arrangers, Arranger are arm'sarm’s-length commercial transactions between the Loan Parties and their respective Affiliates, on the one hand, and the Administrative Agent and the ArrangersArranger, 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 and the Arrangers 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 or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent nor any the Arranger 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 and the Arrangers 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 and their respective Affiliates, and neither the Administrative Agent nor any the Arranger 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 and the Arrangers 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 5 contracts

Samples: Credit Agreement (Keyw Holding Corp), Credit Agreement (STR Holdings, Inc.), Credit Agreement (Kid 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 acknowledges and agrees, and acknowledges its Affiliates' understanding, that: (i) (Ai)(A) the arranging and other services regarding this Agreement Amendment provided by the Administrative Agent and the Arrangers, Lenders are arm'sarm’s-length commercial transactions between the Loan Parties Borrower and their respective its Affiliates, on the one hand, and the Administrative Agent and the ArrangersLenders, 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 hereby, by the Credit Agreement and by the other Loan Documents; (ii) (A) each of the Administrative Agent and the Arrangers each Lenders 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 or any Arranger 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 herein, in the Credit Agreement and in the other Loan Documents; and (iii) the Administrative Agent and the Arrangers 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 nor or any Arranger 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 and the Arrangers 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

Samples: Credit Agreement (TreeHouse Foods, Inc.), Credit Agreement (TreeHouse Foods, Inc.), Credit Agreement (TreeHouse Foods, 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 and Agent, the Arrangers, and the Lenders are arm'sarm’s-length commercial transactions between the Loan Parties such Borrower and their respective its Affiliates, on the one hand, and the Administrative Agent Agent, the Arrangers, and the ArrangersLenders, 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 Agent, the Arrangers and the Arrangers 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 such Borrower or any of their respective its Affiliates, or any other Person and (B) neither the Administrative Agent Agent, any Arranger nor any Arranger Lender has any obligation to the Loan Parties any 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 and Agent, the Arrangers 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 such Borrower and their respective its Affiliates, and neither the Administrative Agent Agent, any Arranger, nor any Arranger 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 hereby waives and releases any claims that it may have against the Administrative Agent Agent, the Arrangers and the Arrangers 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

Samples: Syndicated Facility Agreement (Aecom), Syndicated Facility Agreement (Aecom), Syndicated Facility Agreement (Aecom)

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 and acknowledges its Affiliates' understanding, that: ’ understanding that (i) (Ai)(A) the arranging and other services regarding this Agreement provided by the Administrative Agent and and/or the Arrangers, Lenders are arm'sarm’s-length commercial transactions between the Loan Parties and their respective Affiliates, on the one hand, and the Administrative Agent and the ArrangersLenders, 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 if the Loan Parties 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; (iiii)(A) (A) each of the Administrative Agent and the Arrangers each Lenders 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 Person, and (B) neither the Administrative Agent nor any Arranger Lender has any obligation to the Borrower, any other Loan Parties Party or any of their respective Affiliates with respect to the transactions credit facilities contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent and Agent, the Arrangers 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 Affiliates, and neither each of the Administrative Agent nor any Arranger and the Lenders has any no 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 and 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

Samples: Credit and Guaranty Agreement (CareTrust REIT, Inc.), Credit and Guaranty Agreement (CareTrust REIT, Inc.), Credit and Guaranty Agreement (CareTrust REIT, 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 and Agent, the Arrangers, and the Lenders are arm'sarm’s-length commercial transactions between the Loan Parties Borrower and their respective its Affiliates, on the one hand, and the Administrative Agent Agent, the Arrangers, and the ArrangersLenders, 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 and Agent, the Arrangers and 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 Agent, any Arranger nor any Arranger 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 Agent, the Arrangers and the Arrangers 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 Agent, the Arrangers, nor any Arranger 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 and Agent, 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

Samples: Credit Agreement (HMS Holdings Corp), Credit Agreement (HMS Holdings Corp), Credit Agreement (HMS 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 Borrower 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 Agents, the Arrangers and the Arrangers, Lenders are arm'sarm’s-length commercial transactions between the Loan Parties Borrower and their respective its Affiliates, on the one hand, and the Administrative Agent Agent, the Arrangers and the ArrangersLenders, 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 each Agent, Arranger and the Arrangers 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 none of the Administrative Agent Agents, the Arrangers nor any Arranger 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 and Agents, the Arrangers 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 Agent Agents, the Arrangers nor any Arranger Lender 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 Borrower hereby waives and releases any claims that it may have against the Administrative Agent and Agents, 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

Samples: Credit Agreement (Superior Industries International Inc), Credit Agreement (Superior Industries International Inc), Credit Agreement (Superior Industries 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 acknowledges and agrees, and acknowledges its Affiliates' understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent and the Arrangers, Arrangers are arm'sarm’s-length commercial transactions between the Loan Parties Borrower and their respective its Affiliates, on the one hand, and the Administrative Agent and the 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 and Agent, the Arrangers and 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 none of the Administrative Agent nor Agent, any Arranger of the Arrangers 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 Documents; and (iii) the Administrative Agent Agent, the Arrangers and the Arrangers 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 nor any Arranger of the Arrangers 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 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

Samples: Credit Agreement (Sunoco LP), Credit Agreement (Sunoco LP), Senior Secured Term Loan Agreement (Sunoco 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 Credit Parties acknowledges acknowledge and agreesagree, and acknowledges its acknowledge their Affiliates' understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent Agent, the Lenders and the Arrangers, Arrangers are arm'sarm’s-length commercial transactions between the Loan Credit Parties and their respective Affiliates, on the one hand, and the Administrative Agent Agent, the Lenders and the Arrangers, on the other hand, (B) each of the Loan Credit 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 Credit 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, each Lender and the Arrangers each 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 any Credit Party or any of their respective its Affiliates, or any other Person and (B) neither the Administrative Agent Agent, any Lender nor any Arranger 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 Documents; and (iii) the Administrative Agent Agent, the Lenders and the 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 Agent, any Lender nor any Arranger has any obligation to disclose any of such interests to the Loan Credit Parties and or their respective Affiliates. To the fullest extent permitted by Law, each Each Credit Party agrees that it will not claim that any of the Loan Parties hereby waives and releases any claims that it may have against Administrative Agent, the Administrative Agent and Lenders or the Arrangers with respect has rendered advisory services of any nature, or owes a fiduciary or similar duty, to any breach or alleged breach of agency or fiduciary duty Credit Party, in connection with any aspect of any transaction contemplated hereby.

Appears in 4 contracts

Samples: Credit and Guaranty Agreement (Ventas, Inc.), Credit and Guaranty Agreement (Ventas, Inc.), Credit and Guaranty Agreement (Ventas, 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 and the ArrangersArranger, are arm'sarm’s-length commercial transactions between the Loan Parties and their respective Affiliates, on the one hand, and the Administrative Agent and the ArrangersArranger, 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 and the Arrangers 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 or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent nor any the Arranger 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 and the Arrangers 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 and their respective Affiliates, and neither the Administrative Agent nor any the Arranger 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 and the Arrangers 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 4 contracts

Samples: Term Loan Credit Agreement (Vectren Corp), Credit Agreement (Lincoln Educational Services Corp), Credit Agreement (Triquint Semiconductor 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 and the ArrangersArranger, are arm's-length commercial transactions between the Loan Parties and their respective Affiliates, on the one hand, and the Administrative Agent and the ArrangersArranger, 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 and the Arrangers 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 or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent nor any the Arranger 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 and the Arrangers 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 and their respective Affiliates, and neither the Administrative Agent nor any the Arranger 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 and the Arrangers 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 4 contracts

Samples: Term Loan Credit Agreement (Vectren Corp), Credit Agreement (Innerworkings Inc), Credit Agreement (Lincoln Educational Services 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) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent Agent, the Arrangers and the Arrangers, Lenders are arm'sarm’s-length commercial transactions between the Loan Parties Borrower and their respective its Affiliates, on the one hand, and the Administrative Agent Agent, the Arrangers and the ArrangersLenders, 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 and Agent, the Arrangers and 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 Agent, the Arrangers nor any Arranger 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 Agent, the Arrangers and the Arrangers 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 Agent, the Arrangers nor any Arranger 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 and Agent, the Arrangers 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

Samples: Term Loan Agreement (EnLink Midstream, LLC), Term Loan Agreement (EnLink Midstream Partners, LP), Revolving Credit Agreement (EnLink Midstream, 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 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 Agents and the Arrangers, Lenders are arm'sarm’s-length commercial transactions between the Loan Parties and their respective Affiliates, on the one hand, and the Administrative Agent Agents and the ArrangersLenders, 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) each of the Administrative Agent Agents and the Arrangers 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 (B) neither the Administrative no Agent nor any Arranger or 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 and Agents, the Arrangers Lenders and their respective Affiliates and branches 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 no Agent nor or Lender or any Arranger of their respective Affiliates or branches 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, except in connection with the gross negligence and willful misconduct of the Agents, the Lenders or their respective Affiliates or branches, each of the Loan Parties hereby waives and releases any claims that it may have against the Administrative Agent and Agents or the Arrangers Lenders 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 acknowledges and agrees that in connection with all aspects of any transaction contemplated by the Loan Documents, Loan Parties, the Agents and Lenders have an arm’s-length business relationship that creates no fiduciary duty on the part of any Agent or any Lender, and each Loan Party, each Agent and each Lender expressly disclaims any fiduciary relationship.

Appears in 4 contracts

Samples: Term Loan and Security Agreement (Birks Group Inc.), Term Loan and Security Agreement (Birks Group Inc.), Term Loan and Security Agreement (Birks & Mayors 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 and the Arrangers, Arrangers are arm'sarm’s-length commercial transactions between the Loan Parties Borrower and their respective its Affiliates, on the one hand, and the Administrative Agent and the 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 Agent, each Arranger and the Arrangers 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 Agent, nor any Arranger 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 Documents; and (iii) the Administrative Agent Agent, the Arrangers and the Arrangers 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 nor 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 Party hereby waives and releases any claims that it may have against the Administrative Agent Agent, the Arrangers and the Arrangers 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

Samples: Credit Agreement (Qep Resources, Inc.), Credit Agreement (QEP Midstream Partners, LP), Credit Agreement (QEP Midstream 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 Borrowers 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 Agent, the Lead Arranger and the Arrangers, Lenders are arm'sarm’s-length commercial transactions between the Loan Parties Borrowers and their respective its Affiliates, on the one hand, and the Administrative Agent Agent, the Lead Arranger and the ArrangersLenders, 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 Agent, the Lead Arranger and the Arrangers 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 such Borrower or any of their respective its Affiliates, or any other Person and (B) neither the Administrative Agent Agent, the Lead Arranger nor any Arranger Lender 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 Agent, the Lead Arranger and the Arrangers 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 nor Agent, the Lead Arranger or any Arranger Lender has any obligation to disclose any of such interests to the Loan Parties and their respective such Borrowers or its Affiliates. To the fullest extent permitted by Law, each Each of the Loan Parties hereby waives and releases any claims Borrowers further agrees that it may have will not assert any claim against the Administrative Agent and Agent, the Arrangers with respect to Lead Arranger or any breach or Lender based on an alleged breach of agency or fiduciary duty by such Person in connection with any aspect of any transaction the Loan Documents or the transactions contemplated hereby.

Appears in 3 contracts

Samples: Credit Agreement (QVC Inc), Credit Agreement (QVC Inc), Credit Agreement (Liberty Interactive 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 Company 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, the Arrangers and the Arrangers, Lenders are arm'sarm’s-length commercial transactions between the Loan Parties Company and their respective its Affiliates, on the one hand, and the Administrative Agent and the Arrangers, on the other hand, (B) each of the Loan Parties Company 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 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, each Arranger and the Arrangers 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 Company or any of their respective Affiliates, its Affiliates or any other Person and (B) neither the Administrative Agent Agent, the Arrangers nor any Arranger Lender has any obligation to the Loan Parties Company 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 (iii) the Administrative Agent Agent, each Arranger and the Arrangers 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 Company and their respective its Affiliates, and neither the Administrative Agent Agent, the Arrangers nor any Arranger Lender has any obligation to disclose any of such interests to the Loan Parties and their respective Company or its Affiliates. To the fullest extent permitted by Lawlaw, each of the Loan Parties Company hereby waives and releases any claims that it may have against the Administrative Agent Agent, any Arranger and the Arrangers 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

Samples: Credit Agreement (Mattel Inc /De/), Credit Agreement (Mattel Inc /De/), Credit Agreement (Mattel 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 Party 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 and the Arrangers, are arm'sarm’s-length commercial transactions between the Loan Parties and their respective Affiliates, on the one hand, and the Administrative Agent and the ArrangersLenders, 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, 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) (Aii)(A) the Administrative Agent Agent, the Lead Arranger and the Arrangers 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 the Administrative Agent Agent, the Lead Arranger nor any Arranger 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 and Agent, the Arrangers 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 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 and the Arrangers 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

Samples: Credit Agreement (Redwire Corp), Credit Agreement (Redwire Corp), Credit Agreement (Redwire 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 DocumentRevolving Credit Note), each of the Loan Parties Borrower acknowledges and agrees, and acknowledges its Affiliates' understanding, agrees that: (ia) (Ai) the arranging and other services regarding this Agreement provided by the Administrative Agent Agent, the Joint Lead Arrangers and the Arrangers, Lenders are arm'sarm’s-length commercial transactions between the Loan Parties and their respective AffiliatesBorrower, on the one hand, and the Administrative Agent Agent, the Joint Lead Arrangers and the ArrangersLenders, 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 Documentsany Revolving Credit Note; (iib) (Ai) each of the Administrative Agent Agent, the Joint Lead Arrangers and the Arrangers each Lenders 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 Affiliate thereof and (Bii) neither the Administrative Agent nor any Arranger of the Joint Lead Arrangers nor any of the Lenders has any obligation to the Loan Parties Borrower or any of their respective Affiliates Affiliate thereof with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documentsany Revolving Credit Note; and (iii) the Administrative Agent and Agent, the Arrangers Joint 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 nor any Arranger of the Joint Lead Arrangers nor any of 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 Law, each of the Loan Parties hereby waives and releases any claims that it may have against the Administrative 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 3 contracts

Samples: Assignment and Assumption (Travelers Companies, Inc.), Assignment and Assumption (Travelers Companies, Inc.), Assignment and Assumption (Travelers Companies, 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 and the Arrangers, Arrangers are arm'sarm’s-length commercial transactions between the Loan Credit Parties and their respective Affiliates, on the one hand, and the Administrative Agent and the Arrangers, 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 and the each of the 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 Credit Parties or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent nor any Arranger 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 and the 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 nor any Arranger 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 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

Samples: Credit Agreement (Owens & Minor Inc/Va/), Credit Agreement (Owens & Minor Inc/Va/), 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, agrees that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent Agent, the Arrangers and the Arrangers, Lenders are arm'sarm’s-length commercial transactions between the Loan Parties Borrower and their respective its Affiliates, on the one hand, and the Administrative Agent Agent, the Arrangers and the ArrangersLenders, 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 Agent, the Arrangers and the Arrangers each Lenders 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 Borrower, any of their respective Affiliates, its Affiliates or any other Person person and (B) neither the Administrative Agent Agent, the any Arranger nor any Arranger 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 and Agent, the Arrangers 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 Agent, any Arranger nor any Arranger 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 Agent, the Arrangers and the Arrangers 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

Samples: Amendment Agreement (Qwest Corp), Restatement Agreement (Centurylink, Inc), Credit Agreement (Centurylink, Inc)

No Advisory or Fiduciary Responsibility. (a) 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 Operative Document), each of the Loan Parties Lessee acknowledges and agrees, and acknowledges its Affiliates' understanding, agrees that: (i) (A) the arranging and other services regarding this Participation Agreement provided by the Administrative Agent and the Arrangers, Participants are arm'sarm’s-length commercial transactions between the Loan Parties and their respective AffiliatesLessee, on the one hand, and the Administrative Agent and the ArrangersParticipants, on the other hand, (B) each of the Loan Parties Lessee has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Loan Parties Lessee is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Operative Documents; (ii) (A) the Administrative Agent and the Arrangers each Participant 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, Lessee or any other Person and (B) neither the Administrative Agent nor any Arranger Participant has any obligation to the Loan Parties Lessee 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 Operative Documents; and (iii) the Administrative Agent and the Arrangers Participants and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties Lessee and their respective its Affiliates, and neither the Administrative Agent Agent, nor any Arranger Participant has any obligation to disclose any of such interests to the Loan Parties Lessee or any of its Affiliates. None of the Administrative Agent and their respective Affiliatesthe Participants will use confidential information obtained from or on behalf of Lessee or any Guarantor by virtue of the transactions contemplated by the Operative Documents or its other relationships with Lessee or any Guarantor in connection with the performance by the Administrative Agent or such Participant of services for other companies, and none of the Administrative Agent and the Participants will furnish any such information to other companies. To the fullest extent permitted by Lawlaw, each of the Loan Parties Lessee hereby waives and releases any claims that it may have against the Administrative Agent and the Arrangers Agent, or any Participant 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

Samples: Participation Agreement (Regeneron Pharmaceuticals, Inc.), Participation Agreement (Regeneron Pharmaceuticals, Inc.), Participation Agreement (Regeneron 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 acknowledges and agrees, and acknowledges its Affiliates' understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent Agents and the Arrangers, Arrangers are arm'sarm’s-length commercial transactions between the Loan Parties and their respective Affiliates, on the one hand, and the Administrative Agent Agents and the Arrangers, 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 Agents and the 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 or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent Agents nor any Arranger the Arrangers 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 Agents and the Arrangers and their respective Affiliates and branches 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 Agents nor any Arranger the Arrangers 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, except in connection with the gross negligence and willful misconduct of the Agents, the Arrangers or their Affiliates or branches, each of the Loan Parties hereby waives and releases any claims that it may have against the Administrative Agent 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. Each Loan Party acknowledges and agrees that in connection with all aspects of any transaction contemplated by the Loan Documents, the Loan Parties, the Agents, the Issuing Banks, the Arrangers and the Lenders have an arms-length business relationship that creates no fiduciary duty on the part of any Agent, any Issuing Bank, any Arranger or any Lender, and each Loan Party, Agent, Issuing Bank, Arranger and Lender expressly disclaims any fiduciary relationship.

Appears in 3 contracts

Samples: Revolving Credit and Security Agreement (Birks Group Inc.), Revolving Credit and Security Agreement (Birks Group Inc.), Revolving Credit and Security Agreement (Birks & Mayors 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 Agent, the Arrangers and the Arrangers, Syndication Agent are arm'sarm’s-length commercial transactions between the Loan Parties Borrowers and their respective Affiliates, on the one hand, and the Administrative Agent Agent, the Arrangers and the ArrangersSyndication Agent, on the other hand, (B) 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 (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; (ii) (A) the Administrative Agent Agent, the Arrangers and the Arrangers Syndication 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 for the Loan Parties Borrowers or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, the Arrangers nor the Syndication Agent nor any Arranger has any obligation to the Loan Parties any 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, the Arrangers and the Arrangers Syndication Agent 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 Agent, the Arrangers nor the Syndication Agent nor any Arranger has any obligation to disclose any of such interests to the Loan Parties and their respective any 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 Agent, the Arrangers and the Arrangers Syndication Agent 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

Samples: Credit Agreement (ACCO BRANDS Corp), Credit Agreement (ACCO BRANDS Corp), Credit Agreement (ACCO BRANDS Corp)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby or by any other Loan Document (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 Agent, the Arranger, the Lenders and the Arrangers, their respective Affiliates are arm'sarm’s-length commercial transactions between the Loan Parties Borrower and their respective its Affiliates, on the one hand, and the Administrative Agent Agent, the Arranger, the Lenders and the Arrangerstheir 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 none of the Administrative Agent, the Arranger, the Lenders or their respective Affiliates has provided any legal, accounting, regulatory, investment or tax advice with respect to any of the transactions contemplated hereby and by the other Loan Documents, 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) in connection with the transactions contemplated hereby and by the other Loan Documents and the process leading thereto (and irrespective of whether the Administrative Agent, the Arranger, the Lenders or any of their respective Affiliates has advised or is currently advising the Borrower or any of its Affiliates on other matters), (A) each of the Administrative Agent Agent, the Arranger, each Lender and the Arrangers each of 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 as, or be deemed to have assumed any responsibility 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 Agent, the Arranger, any Arranger has any obligation to the Loan Parties Lender or any of their respective Affiliates has any obligation or implied duties to the Borrower or 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 and 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 Borrower and their respective its Affiliates, and neither none of the Administrative Agent nor Agent, the Arranger, any Arranger Lender or any of their respective Affiliates 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 applicable Law, each of the Loan Parties Borrower hereby waives and releases agrees not to assert any claims that it may have against the Administrative Agent and Agent, the Arrangers with respect to Arranger, any breach Lender or any of their respective Affiliates based on an alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated herebyhereby or by any other Loan Document.

Appears in 3 contracts

Samples: Day Revolving Credit Agreement (Amazon Com Inc), Term Loan Agreement (Amazon Com Inc), Day Revolving Credit Agreement (Amazon 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, that: (ia) (Ai) the arranging and other services regarding this Agreement provided by the Administrative Agent and any Affiliate thereof, the Arrangers, Arrangers and the Lenders are arm'sarm’s-length commercial transactions between the Loan Parties and their respective Affiliates, on the one hand, and the Administrative Agent and, as applicable, its Affiliates and the ArrangersLenders and their Affiliates (solely for purposes of this Section, the Lenders and their Affiliates shall collectively be referred to as the “Banks”), 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 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) the Administrative Agent and the Arrangers its Affiliates and each Bank 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 any Loan Parties Party or any of their respective Affiliates, or any other Person and (Bii) neither the Administrative Agent Agent, any of its Affiliates nor any Arranger Bank 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 (iiic) the Administrative Agent and its Affiliates and the Arrangers and their respective Affiliates Banks 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, any of its Affiliates nor any Arranger Bank has any obligation to disclose any of such interests to the any Loan Parties and Party 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 and the Arrangers Agent, any of its Affiliates or any Bank 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 3 contracts

Samples: Credit Agreement (Foster L B Co), Credit Agreement (Foster L B Co), Credit Agreement (Foster L B 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 Borrowers acknowledge and agrees, and acknowledges its Affiliates' understanding, agree that: (ia) (Ai) the arranging and other services regarding this Agreement provided by the Administrative Agent Agent, the Lenders and the Arrangers, Arrangers are arm'sarm’s-length commercial transactions between the Loan Parties and their respective AffiliatesBorrowers, on the one hand, and the Administrative Agent Agent, the Lenders and the Arrangers, on the other hand, (Bii) each of the Loan Parties Borrowers has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (Ciii) 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; (iib)(i) (A) each of the Administrative Agent Agent, the Lenders and the 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 or any of their respective Affiliates, Borrower or any other Person and (Bii) neither none of the Administrative Agent Agent, any Lender nor any Arranger has any obligation to the Loan Parties or any of their respective Affiliates Borrower 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 Agent, the Lenders and the 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 none of the Administrative Agent Agent, any Lender nor any Arranger 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 Agent, 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 3 contracts

Samples: Credit Agreement (Metlife Inc), Credit Agreement (Metlife Inc), Credit Agreement (Metlife 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 Borrowers 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, the Lenders and the Arrangers, Arrangers are arm'sarm’s-length commercial transactions between the Loan Parties and their respective AffiliatesBorrowers, on the one hand, and the Administrative Agent Agent, the Lenders and the Arrangers, 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) each of the Administrative Agent Agent, the Lenders and the 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 or any of their respective Affiliates, Borrower or any other Person and (B) neither none of the Administrative Agent Agent, any Lender nor any Arranger has any obligation to the Loan Parties or any of their respective Affiliates Borrower 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, the Lenders and the 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 none of the Administrative Agent Agent, any Lender nor any Arranger 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 Agent, 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 3 contracts

Samples: Five Year Credit Agreement (Metlife Inc), 364 Day Credit Agreement (Metlife Inc), Year Credit Agreement (Metlife 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 and the Arrangers, Lenders are arm'sarm’s-length commercial transactions between the Loan Parties and their respective Affiliates, on the one hand, and the Administrative Agent and the ArrangersLenders, 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 and the Arrangers 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 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 and Agent, the Arrangers 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 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 and 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 3 contracts

Samples: Possession Credit Agreement (Aralez Pharmaceuticals Inc.), Credit Agreement (Adeptus Health Inc.), www.sec.gov

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 Company acknowledges and agrees, and acknowledges its Affiliates' understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent and the ArrangersArranger, and the Lenders are arm'sarm’s-length commercial transactions between the Loan Parties Company and their respective its Affiliates, on the one hand, and the Administrative Agent Agent, the Arranger, and the ArrangersLenders, on the other hand, (B) each of the Loan Parties Company 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 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, the Arranger and the Arrangers 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 Company or any of their its respective Affiliates, or any other Person and (B) neither the Administrative Agent Agent, the Arranger, nor any Arranger Lender has any obligation to the Loan Parties Company or any of their its 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 and 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 Company and their its respective Affiliates, and neither the Administrative Agent Agent, the Arranger, nor any Arranger Lender has any obligation to disclose any of such interests to the Loan Parties Company and their its respective Affiliates. To the fullest extent permitted by Law, each of the Loan Parties Company hereby waives and releases any claims that it may have against the Administrative Agent and Agent, the Arrangers 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

Samples: Credit Agreement (Methode Electronics Inc), Credit Agreement (Methode Electronics Inc), Credit Agreement (Methode Electronics 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 and the Arrangers, Arrangers are arm'sarm’s-length commercial transactions between the Loan Parties and their respective Affiliates, on the one hand, and the Administrative Agent and the Arrangers, 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 and the Arrangers each 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 or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent nor any Arranger 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 and the 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 nor any the Arranger 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 and the Arrangers 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 3 contracts

Samples: Credit Agreement (Kapstone Paper & Packaging Corp), Credit Agreement (Kapstone Paper & Packaging Corp), Credit Agreement (Kapstone Paper & Packaging 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 and the Arrangers, Lead Arrangers are arm'sarm’s-length commercial transactions between the Loan Parties Borrower and their respective its Affiliates, on the one hand, and the Administrative Agent and the 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 Agent Agent, each Lender and the Arrangers 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 Agent, nor any Lender or Lead Arranger 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 Agent, each Lender and the Arrangers 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 its respective Affiliates, and neither the Administrative Agent nor any Lead Arranger 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 Agent, each Lender and the Arrangers each Lead 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 3 contracts

Samples: Credit Agreement (Holley Inc.), Credit Agreement (Holley Inc.), Credit Agreement (Holley 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 Lead Arrangers, the Administrative Agent and the Arrangers, Lenders are arm'sarm’s-length commercial transactions between the Loan Parties and their respective Affiliates, on the one hand, and the Lead Arrangers, the Administrative Agent and the ArrangersLenders, 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 Lead Arrangers, the Administrative Agent and the Arrangers each Lenders 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 any Lead Arranger, the Administrative Agent nor any Arranger 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) each of the Lead Arrangers, the Administrative Agent and the Arrangers 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 any Lead Arranger, the Administrative Agent nor any Arranger 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 Lead Arrangers, the Administrative Agent and the Arrangers Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.. Section 11.28

Appears in 2 contracts

Samples: Credit Agreement (Sterling Infrastructure, Inc.), Credit Agreement (Sterling Construction 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 Operative Document), each of the Loan Parties Guarantor acknowledges and agrees, and acknowledges its Affiliates' understanding, agrees that: (i) (A) the arranging and other services regarding this Agreement Guaranty provided by the Administrative Agent and the Arrangers, Participants are arm'sarm’s-length commercial transactions between the Loan Parties and their respective AffiliatesGuarantors, on the one hand, and the Administrative Agent and the ArrangersParticipants, on the other hand, (B) each of the Loan Parties 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 Guarantor is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Operative Documents; (ii) (A) the Administrative Agent and the Arrangers each Participant 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, Guarantor or any other Person and (B) neither the Administrative Agent nor any Arranger Participant has any obligation to the Loan Parties any Guarantor 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 Operative Documents; and (iii) the Administrative Agent and the Arrangers Participants and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties Guarantors and their respective Affiliates, and neither the Administrative Agent Agent, nor any Arranger Participant has any obligation to disclose any of such interests to any Guarantor or any of its Affiliates. None of the Loan Parties Administrative Agent and their respective Affiliatesthe Participants will use confidential information obtained from or on behalf of Lessee or any Guarantor by virtue of the transactions contemplated by the Operative Documents or its other relationships with Lessee or any Guarantor in connection with the performance by the Administrative Agent or such Participant of services for other companies, and none of the Administrative Agent and the Participants will furnish any such information to other companies. To the fullest extent permitted by Lawlaw, each of the Loan Parties Guarantor hereby waives and releases any claims that it may have against the Administrative Agent and the Arrangers Agent, or any Participant 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

Samples: Participation Agreement (Regeneron Pharmaceuticals Inc), Regeneron Pharmaceuticals Inc

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby hereby, the Borrower and each other Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) the credit facility provided for hereunder and any related arranging or other services in connection therewith (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 and the Arrangers, are arm'san arm’s-length commercial transactions transaction between the Borrower, each other Loan Parties Party and their respective Affiliates, on the one hand, and the Administrative Agent and the ArrangersArranger, on the other hand, (B) and the Borrower and each of the other 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 Party is capable of evaluating, evaluating and understanding and understands and accepts, accepts the terms, risks and conditions of the transactions contemplated hereby and by the other Loan DocumentsDocuments (including any amendment, waiver or other modification hereof or thereof); (ii) (A) in connection with the process leading to such transaction, the Administrative Agent and the Arrangers Arranger, each is and has been acting solely as a principal and, except as expressly agreed in writing by and is not the relevant parties, has not been, is not, and will not be acting as an financial advisor, agent or fiduciary fiduciary, for the Borrower, any other Loan Parties Party or any of their respective Affiliates, stockholders, creditors or employees or any other Person and Person; (Biii) neither the Administrative Agent nor the Arranger has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Borrower or any other Loan Party with respect to any of the transactions contemplated hereby or the process leading thereto, including with respect to any amendment, waiver or other modification hereof or of any other Loan Document (irrespective of whether the Administrative Agent or the Arranger has advised or is currently advising the Borrower, any other Loan Party or any of their respective Affiliates on other matters) and neither the Administrative Agent nor the Arranger 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 (iiiiv) the Administrative Agent and the Arrangers 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 nor any the Arranger has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Administrative Agent and the Arranger have not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) and 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. Each of the Borrower and the other Loan Parties hereby waives and their respective Affiliates. To releases, 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 and the Arrangers Arranger with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated herebyduty.

Appears in 2 contracts

Samples: Credit Agreement (Spartech Corp), Credit Agreement (Penson 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 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 and the Arrangers, Arrangers are arm'sarm’s-length commercial transactions between the Loan Parties Borrower and their respective its Affiliates, on the one hand, and the Administrative Agent and the 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 Agent, each Arranger and the Arrangers 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 Agent, nor any Arranger 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 Documents; and (iii) the Administrative Agent Agent, the Arrangers and the Arrangers 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 nor 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 Agent, the Arrangers and the Arrangers 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

Samples: Term Loan Agreement (Qep Resources, Inc.), Credit Agreement (Qep 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 acknowledges and agrees, and acknowledges its Affiliates' understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent and the ArrangersArranger, are arm'sarm’s-length commercial transactions between the Loan Parties and their respective Affiliates, on the one hand, and the Administrative Agent and the ArrangersArranger, 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 and the Arrangers 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 or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent nor any the Arranger 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 and the Arrangers 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 and their respective Affiliates, and neither the Administrative Agent nor any the Arranger 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 and the Arrangers 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

Samples: Credit Agreement (Omega Protein Corp), Credit Agreement (LCC 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 acknowledges and agrees, and acknowledges its Affiliates' understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent and Agent, the Arrangers, and the Lenders are arm'sarm’s-length commercial transactions between the Loan Parties each Borrower and their respective its Affiliates, on the one hand, and the Administrative Agent Agent, the Arrangers and the ArrangersLenders, 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 Agent, the Arrangers and the Arrangers 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 Company or any of their respective its Affiliates, or any other Person and (B) neither the Administrative Agent Agent, the Arrangers nor any Arranger Lender has any obligation to the Loan Parties each 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 and Agent, the Arrangers 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 Company and their respective its Affiliates, and neither the Administrative Agent Agent, the Arrangers nor any Arranger Lender has any obligation to disclose any of such interests to the Loan Parties and their respective Company 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 Agent, the Arrangers and the Arrangers 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

Samples: Pledge Agreement (Ciena Corp), Abl Credit Agreement (Ciena Corp)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby hereby, each Borrower and each other Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) the credit facilities provided for hereunder and any related arranging or other services in connection therewith (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 and the Arrangers, are arm'san arm’s-length commercial transactions transaction between the each Borrower, each other Loan Parties Party and their respective Affiliates, on the one hand, and the Administrative Agent and the Arrangers, on the other hand, (B) and each of the Borrower and each other 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 Party is capable of evaluating, evaluating and understanding and understands and accepts, accepts the terms, risks and conditions of the transactions contemplated hereby and by the other Loan DocumentsDocuments (including any amendment, waiver or other modification hereof or thereof); (ii) (A) in connection with the process leading to such transaction, each of the Administrative Agent and the Arrangers each is and has been acting solely as a principal and, except as expressly agreed in writing by and is not the relevant parties, has not been, is not, and will not be acting as an financial advisor, agent or fiduciary fiduciary, for the any Borrower, any other Loan Parties Party or any of their respective Affiliates, stockholders, creditors or employees or any other Person person; (iii) neither the Administrative Agent nor any Arranger has assumed or will assume an advisory, agency or fiduciary responsibility in favor of any Borrower or any other Loan Party with respect to any of the transactions contemplated hereby or the process leading thereto, including with respect to any amendment, waiver or other modification hereof or of any other Loan Document (irrespective of whether the Administrative Agent or any Arranger has advised or is currently advising any Borrower, any other Loan Party or any of their respective Affiliates on other matters) and (B) neither the Administrative Agent nor any Arranger has any obligation to the any 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 (iiiiv) the Administrative Agent and Agent, the Arrangers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrowers, the other Loan Parties and their respective Affiliates, and neither the Administrative Agent nor any Arranger has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Administrative Agent and the Arrangers have not provided and will not provide any legal accounting, regulatory or tax advice with respect to any of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Parties Document) and their respective Affiliates. To the fullest extent permitted by Law, each of the Borrowers and the other Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate. Each of the Borrowers and the other Loan Parties hereby waives and releases to the fullest extent permitted by law, any claims that it may have against the Administrative 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 respect to the transactions contemplated hereby.

Appears in 2 contracts

Samples: Dennys Corp, Dennys 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: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent Agents and the Arrangers, Arrangers are arm'sarm’s-length commercial transactions between the Loan Parties and their respective Affiliates, on the one hand, and the Administrative Agent Agents and the Arrangers, 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 Agents and the 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 any Agent nor any Arranger 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 each Agent and the Arrangers each 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 and their respective Affiliates, and neither the Administrative any Agent nor any Arranger has any obligation to disclose any of such interests to the any Loan Parties and Party 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 any Agent and the Arrangers and/or any 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

Samples: Loan and Security Agreement (Metals Usa Holdings Corp.), Loan and Security Agreement (FLAG INTERMEDIATE 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 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 and the Arrangers, Lead Arrangers are arm'sarm’s-length commercial transactions between the Loan Parties Borrower and their respective its Affiliates, on the one hand, and the Administrative Agent and the 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 Agent and each of the 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 Borrower or any of their respective its Affiliates, or any other Person and (B) neither the Administrative Agent nor any Arranger of the Lead Arrangers 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 and Agent, the 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 nor any Arranger of the Lead Arrangers 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 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 2 contracts

Samples: Credit Agreement (Kinetic Concepts Inc /Tx/), Guarantee and Security Agreement (Kinetic Concepts 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 and the Arrangers, Arrangers are arm'sarm’s-length commercial transactions between the Loan Parties and their respective Affiliates, on the one hand, and the Administrative Agent and the Arrangers, 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 and the 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 or any of their respective Affiliates, or any other Person and (B) neither none of the Administrative Agent nor any Arranger or the Arrangers 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 and the 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 none of the Administrative Agent nor any Arranger or the Arrangers 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 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

Samples: Credit Agreement (Huron Consulting Group Inc.), Credit Agreement (Huron Consulting 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 Credit 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 and the Arrangers, Term Lenders are arm'sarm’s-length commercial transactions between the Loan Credit Parties and their respective Affiliates, on the one hand, and the Administrative Agent and the ArrangersTerm Lenders, on the other hand, (B) each of the Loan Parties Credit 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 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 Documents; (ii) (A) the Administrative Agent and the Arrangers each Term 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 any Credit Party or any of their respective its Affiliates, or any other Person and (B) neither none of the Administrative Agent nor or any Arranger Term Lender 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 Documents; and (iii) the Administrative Agent and the Arrangers Term 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 none of the Administrative Agent nor any Arranger has Term Lender have any obligation to disclose any of such interests to the Loan Credit Parties and or any of their respective Affiliates. To the fullest extent permitted by Lawlaw, each of the Loan Credit Parties hereby waives waive and releases release any claims that it they may have against the Administrative 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

Samples: Credit Agreement (Intersections Inc), Credit Agreement (Intersections 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 and the Arrangers, Arrangers are arm'sarm’s-length commercial transactions between the Loan Parties Borrower and their respective its Affiliates, on the one hand, and the Administrative Agent and the 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) each of the Administrative Agent Agent, each Arranger and the Arrangers 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 Borrower Parties, their respective Affiliates, Affiliates or any other Person and (B) neither the Administrative Agent nor any Arranger nor any Lender has any obligation to the Loan Borrower 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 and Agent, the Arrangers 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 Borrower Parties and their respective Affiliates, and neither the Administrative Agent nor any Arranger nor any Lender has any obligation under the Loan Documents to disclose any of such interests to the Loan Borrower Parties and or their Affiliates. Each Borrower hereby agrees that it will not claim that any of the Administrative Agent, the Arrangers, the Lenders or their respective Affiliates. To the fullest extent permitted by Law, each affiliates has rendered advisory services of the Loan Parties hereby waives and releases any claims that it may have against the Administrative Agent and the Arrangers with nature or respect to any breach or alleged breach of agency or owes fiduciary duty to it (including your stockholders, employees or creditors) in connection with any aspect respect of any transaction contemplated hereby.

Appears in 2 contracts

Samples: Credit Agreement (Vici Properties Inc.), Credit Agreement (Vici Properties 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 Affiliates' Subsidiaries’ understanding, that: (a) (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent and the Arrangers, Lenders are arm'sarm’s-length commercial transactions between the Loan Parties Borrower and their respective its Affiliates, on the one hand, and the Administrative Agent and the ArrangersLenders, 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 and the Arrangers each Lenders 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 nor any Arranger 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 and the Arrangers 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 nor or any Arranger 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 or any Lender, on the one hand, and the Arrangers with respect to 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 2 contracts

Samples: Security 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 Party acknowledges and agrees, and acknowledges its Affiliates' understanding, that: (a) (i) no fiduciary, advisory or agency relationship between any Loan Party and its Subsidiaries and the 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 the Lender has advised or is advising any Loan Party or any Subsidiary thereof on other matters, (Aii) the arranging and other services regarding this Agreement provided by the Administrative Agent and the Arrangers, Lender are arm'sarm’s-length commercial transactions between the Loan Parties and their respective Affiliates, on the one hand, and the Administrative Agent and the ArrangersLender, on the other hand, (Biii) each of the Loan Parties has have 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 (iib) (Ai) the Administrative Agent and the Arrangers each is and Lender 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 either Loan Parties Party or any of their respective Affiliates, or any other Person and Person; (Bii) neither the Administrative Agent nor any Arranger Lender has any no 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 Lender and the Arrangers and their respective its Affiliates may be engaged engaged, for its own accounts or the accounts of customers, in a broad range of transactions that involve interests that differ from those of the Loan Parties and or any of their respective Affiliates, and neither the Administrative Agent nor any Arranger Lender has any no obligation to disclose any of such interests to the an Loan Parties and Party or any of their respective Affiliates. To the fullest extent permitted by Law, each of the Loan Parties Party hereby waives and releases any claims that it may have against the Administrative Agent and the Arrangers 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

Samples: Credit Agreement (Montpelier Re Holdings LTD), Credit Agreement (Montpelier Re 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 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, the Arrangers and the Arrangers, Banks are arm'sarm’s-length commercial transactions between the Loan Parties Borrower and their respective Affiliatesits affiliates, on the one hand, and the Administrative Agent Agent, the Arrangers and the ArrangersBanks, 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 Agent, the Arrangers and the Arrangers each Banks 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 affiliates, or any other Person and (B) neither the Administrative Agent Agent, any Arranger nor any Arranger Bank has any obligation to the Loan Parties Borrower or any of their respective Affiliates 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 and Agent, the Arrangers Arrangers, the Banks and their respective Affiliates 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 Affiliatesits affiliates, and neither the Administrative Agent nor any Arranger nor any Bank 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 Borrower or any of the Loan Parties hereby waives and releases any claims that it may have against the Administrative 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 herebyits affiliates.

Appears in 2 contracts

Samples: Credit Agreement (Target Corp), Credit Agreement (Target 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 and the Arrangers, Arrangers are arm'sarm’s-length commercial transactions between the Loan Parties Borrower and their respective its Affiliates, on the one hand, and the Administrative Agent and the 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) each of the Administrative Agent Agent, each Arranger and the Arrangers 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 Borrower Parties, their respective Affiliates, Affiliates or any other Person and (B) neither the Administrative Agent nor any Arranger nor any Lender has any obligation to the Loan Borrower 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 and Agent, the Arrangers 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 Borrower Parties and their respective Affiliates, and neither the Administrative Agent nor any Arranger nor any Lender has any obligation under the Loan Documents to disclose any of such interests to the Loan Borrower Parties and or their respective 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 and the Arrangers each 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

Samples: Credit Agreement (MGM Growth Properties Operating Partnership LP), Credit Agreement (MGM Growth Properties 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 Document), each of the Loan Parties Credit 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 Agent, the Lenders and the Arrangers, Arrangers are arm'sarm’s-length commercial transactions between the Loan Credit Parties and their respective Affiliates, on the one hand, and the Administrative Agent Agent, the Lenders and the Arrangers, 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 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 Documents; (ii) (A) each of the Administrative Agent Agent, each Lender and the Arrangers 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 either Credit Party or any of their respective its Affiliates, or any other Person and (B) neither none of the Administrative Agent nor Agent, any Lender or any Arranger 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 Documents; and (iii) the Administrative Agent and the 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 none of the Administrative Agent nor Agent, any Lender or any Arranger has any obligation to disclose any of such interests to the Loan Credit Parties and or 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 Agent, 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

Samples: Credit and Guarantee Agreement (H&r Block Inc), Credit and Guarantee Agreement (H&r Block 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: agrees that (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent Agents and the Arrangers, are arm'sarm’s-length commercial transactions between the Loan Parties and their respective AffiliatesSubsidiaries, on the one hand, and the Administrative Agent Agents and the Arrangers, 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 each Agent and the Arrangers 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 or any of their respective AffiliatesSubsidiaries, or any other Person and (B) neither the Administrative any Agent nor any Arranger 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 Agent and Agents, the Arrangers and their respective Affiliates Subsidiaries may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties and their respective AffiliatesSubsidiaries, and neither the Administrative any Agent nor any Arranger has any obligation to disclose any of such interests to the Loan Parties and or any of their respective AffiliatesSubsidiaries. 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 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.. [SIGNATURE PAGES FOLLOW]

Appears in 2 contracts

Samples: Credit Agreement (Burlington Coat Factory Investments Holdings, Inc.), Credit Agreement (Burlington Coat Factory Investments 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 Credit Document), each of the Loan Parties Company acknowledges and agrees, and acknowledges its Affiliates' understanding, agrees that: (i) none of the Arrangers, the LC Issuers, the Sustainability Structuring Agent, the Agent or the Banks or their respective Affiliates are subject to any fiduciary or other implied duties, (Aii) the arranging and other services regarding this Agreement provided by Company agrees that the Administrative Arrangers, the LC Issuers, the Sustainability Structuring Agent, the Agent and the Banks are acting under this Agreement and the Credit Documents as independent contractors and that nothing in this Agreement or the Credit Documents will be deemed to create an advisory, fiduciary or agency relationship or other implied duty between the Arrangers, are arm's-length commercial transactions between the Loan Parties Agent, the LC Issuers, the Sustainability Structuring Agent and their respective Affiliatesthe Banks, on the one hand, and the Administrative Agent Company and the ArrangersCompany’s respective equity holders or the Company and its respective affiliates, on the other hand, (Biii) none of the Arrangers, the LC Issuers, the Sustainability Structuring Agent, the Agent or the Banks or their respective Affiliates are advising the Company or any of its Affiliates as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction, (iii) the Company has consulted with its own advisors concerning such matters and is responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and none of the Arrangers, the LC Issuers, the Sustainability Structuring Agent, the Agent or the Banks or their respective Affiliates have any responsibility or liability to the Company or any of its affiliates with respect thereto and (iv) 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 acceptsArrangers, the termsLC Issuers, risks and conditions of the transactions contemplated hereby and by Sustainability Structuring Agent, the other Loan Documents; (ii) (A) the Administrative Agent and the 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 or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent nor any Arranger 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 and the Arrangers Banks and their respective Affiliates may be engaged in a broad range of transactions that involve have economic interests that differ from conflict with those of the Loan Parties and their respective Company, its stockholders and/or its Affiliates, and neither the Administrative Agent nor any Arranger 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 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

Samples: Revolving Credit Agreement (Consumers Energy Co), Revolving Credit Agreement (Consumers Energy 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 and the Arrangers, Arranger are arm'sarm’s-length commercial transactions between the Loan Parties and their respective Affiliates, on the one hand, and the Administrative Agent and the ArrangersArranger, 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 and the Arrangers 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 or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent nor any the Arranger 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 and the Arrangers 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 and their respective Affiliates, and neither the Administrative Agent nor any the Arranger 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 and the Arrangers 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

Samples: Credit Agreement (Kapstone Paper & Packaging Corp), Credit Agreement (Kapstone Paper & Packaging Corp)

AutoNDA by SimpleDocs

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: (ia) (Ai) the arranging and other services regarding this Agreement provided by the Administrative Agent Agent, the Arrangers and the Arrangers, Lenders are arm'sarm’s-length commercial transactions between the Loan Parties Borrowers and their respective Affiliates, on the one hand, and the Administrative Agent Agent, the Arrangers and the ArrangersLenders, on the other hand, (Bii) 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 (Ciii) 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; (iib) (Ai) each of the Administrative Agent Agent, each Arranger and the Arrangers 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 any Borrower or any of their respective Affiliates, its Affiliates or any other Person and (Bii) neither the Administrative Agent Agent, any Arranger nor any Arranger Lender has any obligation to the Loan Parties any 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 and Agent, the Arrangers 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 Borrowers and their respective Affiliates, and neither the Administrative Agent Agent, any Arranger nor any Arranger 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 Law, each of the Loan Parties Each Borrower hereby waives and releases any claims agrees that it may have will not assert any claim against the Administrative Agent and the Arrangers with respect to Agent, any breach Arranger or any Lender based on an alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Appears in 2 contracts

Samples: Credit Agreement (Cabot Corp), Credit Agreement (Cabot 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 and the Arrangers, BAS are arm'sarm’s-length commercial transactions between the Loan Parties Borrowers and their respective Affiliates, on the one hand, and the Administrative Agent and the ArrangersBAS, 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 and the Arrangers BAS 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 107 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 nor any Arranger BAS 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 and the Arrangers BAS 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 nor any Arranger BAS 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 and the Arrangers BAS 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

Samples: Pledge Agreement (Government Properties Income Trust), Credit Agreement (Government Properties Income Trust)

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 agreesHoldings acknowledge and agree, and acknowledges its acknowledge their Affiliates' understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent and the Arrangers, Arranger are arm'sarm’s-length commercial transactions between the Loan Parties Borrowers, Holdings and their respective Affiliates, on the one hand, and the Administrative Agent and the Arrangers, Arranger on the other hand, (B) each of the Loan Parties has Borrower and Holdings 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 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 and the Arrangers 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 Borrowers, Holdings or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent nor any the Arranger has any obligation to the Loan Parties Borrowers, 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 and the Arrangers 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, Holdings and their respective Affiliates, and neither the Administrative Agent nor any the Arranger has any obligation to disclose any of such interests to the Loan Parties and Borrowers, Holdings or any of their respective Affiliates. To the fullest extent permitted by Lawlaw, each of the Loan Parties Borrower and Holdings hereby waives waive and releases release any claims that it may have against the Administrative Agent and the Arrangers 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

Samples: Credit Agreement (TBS International PLC), Credit Agreement (TBS International PLC)

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 and the Joint Lead Arrangers, are arm'sarm’s-length commercial transactions between the Loan Parties Borrower and their respective its Affiliates, on the one hand, and the Administrative Agent and the Joint 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 Agent and the 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 Borrower or any of their respective its Affiliates, or any other Person and (B) neither the Administrative Agent nor any Joint 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 and the 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 Borrower and their respective its Affiliates, and neither the Administrative Agent nor any Joint 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 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

Samples: Term Loan Agreement (Darden Restaurants Inc), Credit Agreement (Darden Restaurants 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) (Aa)(i) the arranging and other services regarding this Agreement provided by the Administrative Agent Agent, the Arranger, and the Arrangers, Lenders are arm'sarm’s-length commercial transactions between the Loan Parties Borrower and their respective its Affiliates, on the one hand, and the Administrative Agent Agent, the Arranger and the Arrangers, 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) (Ab)(i) the Administrative Agent Agent, the Arranger and the Arrangers 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, not and will not be acting as an advisor, agent or fiduciary for the Loan Parties Borrower or any of their respective Affiliates, Affiliates or any other Person and (Bii) neither the Administrative Agent Agent, the Arranger nor any Arranger 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 Agent Agent, the Arranger and the Arrangers 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 Agent, the Arranger nor any Arranger 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 and Agent, the Arrangers 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

Samples: Credit Agreement (Biogen Inc.), Credit Agreement (Biogen 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 and the Arrangers, Arranger are arm'sarm’s-length commercial transactions between the Loan Parties each Borrower and their respective Affiliates, on the one hand, and the Administrative Agent and the ArrangersArranger, 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 and the Arrangers 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 either Borrowers or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent nor any the Arranger has any obligation to the Loan Parties either 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 and the Arrangers 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 nor any the Arranger has any obligation to disclose any of such interests to the Loan Parties and either Borrower 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 and the Arrangers 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

Samples: Second Lien Credit Agreement (Prospect Medical Holdings Inc), First Lien Credit Agreement (Prospect Medical 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 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 and any Affiliate thereof, the Arrangers, Arranger and the Lenders are arm'sarm’s-length commercial transactions between the Borrower, each other Loan Parties Party and their respective Affiliates, on the one hand, and the Administrative Agent and, as applicable, its Affiliates (including the Arranger) and the ArrangersLenders and their Affiliates (collectively, solely for purposes of this Section, 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; (iib) (Ai) the Administrative Agent and its Affiliates (including the Arrangers Arranger) and 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 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 Agent, any of its Affiliates (including the Arranger) nor any Arranger 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 (iiic) the Administrative Agent and its Affiliates (including the Arrangers Arranger) and their respective Affiliates the Lenders 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 Agent, any of its Affiliates (including the Arranger) nor any Arranger 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 Loan Parties Borrower hereby waives and releases any claims that it may have against the Administrative Agent and Agent, any of its Affiliates (including the Arrangers 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 transactions contemplated hereby.

Appears in 2 contracts

Samples: Credit Agreement (U S Physical Therapy Inc /Nv), Credit Agreement (U S Physical Therapy Inc /Nv)

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 CAI acknowledges and agrees, agrees and acknowledges its Affiliates' understanding, that: understanding that (i) (A) the arranging and other services regarding this Credit Agreement provided by the Administrative Agent and and/or the Arrangers, Lenders are arm'sarm’s-length commercial transactions between the Loan Parties Borrower and their respective its Affiliates, on the one hand, and the Administrative Agent and the ArrangersLenders, on the other hand, (B) each of the Loan Parties Borrower and CAI 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 evaluatingevaluating and understanding, 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 and the Arrangers each is Lenders are 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, CAI or any of their respective Affiliates, or any other Person Person, and (B) neither the Administrative Agent nor any Arranger Lender has any obligation to the Loan Parties Borrower and CAI 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 (iii) the Administrative Agent and Agent, the Arrangers 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, CAI and their respective Affiliates, and neither each of the Administrative Agent nor any Arranger and the Lenders has any no obligation to disclose any of such interests to the Loan Parties and Borrower, CAI 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 and 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

Samples: Revolving Credit Agreement (CAI International, Inc.), Revolving Credit Agreement (CAI 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 acknowledges and agrees, agrees and acknowledges its Affiliates' understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent and the Arrangers, Arranger are arm'sarm’s-length commercial transactions between the Loan Parties Borrower and their respective its Affiliates, on the one hand, and the Administrative Agent and the ArrangersArranger, 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 Agent, the Lenders and the Arrangers 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 nor any Arranger or Lender has any obligation to the Loan Parties Borrower or any of their its 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, the Lenders and the Arrangers 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 nor any Arranger or Lender 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 Borrower hereby waives and releases any claims that it may have against the Administrative Agent Agent, the Lenders and the Arrangers 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

Samples: Term Loan Credit Agreement (Citrix Systems Inc), Credit Agreement (Citrix 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 Company acknowledges and agrees, and acknowledges its controlled Affiliates' understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent and Agent, the Arrangers, and the Lenders are arm'sarm’s-length commercial transactions between the Loan Parties and their respective AffiliatesCompany, on the one hand, and the Administrative Agent Agent, the Arrangers and the ArrangersLenders, on the other hand, (B) each of the Loan Parties Company 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 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 and Agent, the Arrangers and 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 Company or any of their respective is Affiliates, or any other Person Person, in connection herewith and (B) neither the Administrative Agent Agent, any Arranger nor any Arranger Lender has any obligation to the Loan Parties Company 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, the Arrangers and the Arrangers 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 Company and their respective its Affiliates, and neither the Administrative Agent Agent, any Arranger nor any Arranger Lender has any obligation to disclose any of such interests to the Loan Parties Company or any of its Affiliates. The Company hereby agrees that it will not claim that any of the Administrative Agent, any Arranger, any Lender and their respective Affiliates. To the fullest extent permitted by Law, each Affiliates has rendered advisory services of the Loan Parties hereby waives and releases any claims that it may have against the Administrative Agent and the Arrangers with nature or respect to any breach or alleged breach of agency or owes a fiduciary duty or similar duty to it in connection with any aspect of any transaction contemplated hereby.

Appears in 2 contracts

Samples: Assignment and Assumption (Conagra Brands Inc.), Revolving Credit Agreement (Conagra Brands Inc.)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby hereby, each of the Credit Parties acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (a) the Credit Facilities provided for hereunder and any related arranging or other services in connection therewith (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 and the Arrangers, are arm'san arm’s-length commercial transactions transaction between the Loan Credit Parties and their respective Affiliates, on the one hand, and the Administrative Agent Agent, BAS, and the Arrangers, each Lender (including Affiliates acting as arrangers) on the other hand, (B) each of and 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 Parties is are capable of evaluating, evaluating and understands understanding and accepts, understand and accept the terms, risks and conditions of the transactions contemplated hereby and by the other Loan DocumentsDocuments (including any amendment, waiver or other modification hereof or thereof); (iib) (A) in connection with the process leading to such transaction, the Administrative Agent Agent, BAS, and the Arrangers each Person acting as an arranger hereunder, each is and has been acting solely as a principal and, except as expressly agreed in writing by and is not the relevant parties, has not been, is not, and will not be acting as an financial advisor, agent or fiduciary fiduciary, for the Loan Parties any Credit Party or any of their respective Affiliates, stockholders, creditors or employees or any other Person and Person; (Bc) neither the Administrative Agent Agent, BAS nor any Arranger Person acting as an arranger hereunder has assumed or will assume an advisory, agency or fiduciary responsibility in favor of any Credit Party with respect to any of the transactions contemplated hereby or the process leading thereto, including with respect to any amendment, waiver or other modification hereof or of any other Loan Document (irrespective of whether the Administrative Agent, BAS or such other Person has advised or is currently advising any Credit Party or any of its Affiliates on other matters) and neither the Administrative Agent, BAS nor any Person acting as an arranger hereunder has any obligation to the Loan Parties any Credit 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 (iiid) the Administrative Agent and the Arrangers Agent, BAS or each Person acting as an arranger hereunder 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, BAS nor any Arranger Person acting as an arranger hereunder has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (e) the Administrative Agent, BAS, and each Person acting as an arranger hereunder have not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) and the Credit Parties have consulted their own legal, accounting, regulatory and tax advisors to the Loan extent they have deemed appropriate. Each of the Credit Parties hereby waives and their respective Affiliates. To releases, 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 and the Arrangers Agent, BAS or each Person acting as an arranger hereunder with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated herebyduty.

Appears in 2 contracts

Samples: Credit Agreement (Blackbaud Inc), Credit Agreement (Blackbaud 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 and the Arrangers, Arrangers are arm'sarm’s-length commercial transactions between the Loan Parties and their respective Affiliates, on the one hand, and the Administrative Agent and the Arrangers, 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 and the 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 or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent nor any either Arranger 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 and the 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 nor any Arranger the Arrangers 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 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

Samples: Credit Agreement (HealthSpring, Inc.), Credit Agreement (HealthSpring, 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 Credit 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 and the Arrangers, Term Lenders are arm's-length commercial transactions between the Loan Credit Parties and their respective Affiliates, on the one hand, and the Administrative Agent and the ArrangersTerm Lenders, on the other hand, (B) each of the Loan Parties Credit 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 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 Documents; (ii) (A) the Administrative Agent and the Arrangers each Term 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 any Credit Party or any of their respective its Affiliates, or any other Person and (B) neither none of the Administrative Agent nor or any Arranger Term Lender 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 Documents; and (iii) the Administrative Agent and the Arrangers Term 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 none of the Administrative Agent nor any Arranger has Term Lender have any obligation to disclose any of such interests to the Loan Credit Parties and or any of their respective Affiliates. To the fullest extent permitted by Lawlaw, each of the Loan Credit Parties hereby waives waive and releases release any claims that it they may have against the Administrative 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

Samples: Credit Agreement (Intersections Inc), Credit Agreement (Intersections 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 and the Arrangers, are arm'sarm’s-length commercial transactions between the Loan Parties and their respective Affiliates, on the one hand, and the Administrative Agent and the Arrangers, 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 and the 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 or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent nor any Arranger 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 and the 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 nor any Arranger 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 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

Samples: Credit Agreement (Energen Corp), Credit Agreement (Energen 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), Borrower and each of the other Loan Parties Party 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 and the Arrangers, Arranger are arm'sarm’s-length commercial transactions between the Borrower, each other Loan Parties Party and their respective Affiliates, on the one hand, and the Administrative Agent and the ArrangersArranger, on the other hand, (B) each of 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) 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; (iiii)(A) (A) the Administrative Agent Agent, Arranger, and the Arrangers JPMorgan Chase Bank, N.A., as Syndication 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 for the Borrower, any other Loan Parties Party or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent Agent, Arranger, nor any Arranger JPMorgan Chase Bank, N.A., as Syndication Agent, 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, Lenders and the Arrangers Arranger 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 Administrative Agent, Lenders nor the Administrative Agent nor any Arranger 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 Borrower and the other Loan Parties hereby waives and releases any claims that it may have against Administrative Agent, the Administrative Agent and the Arrangers 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

Samples: Credit Agreement (PMC Commercial Trust /Tx), Credit Agreement (PMC Commercial Trust /Tx)

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)hereby, 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 Agent, the Arranger, and the Arrangers, Lenders are arm'sarm’s-length commercial transactions between the Loan Parties and their respective Affiliates, on the one hand, and the Administrative Agent Agent, the Arranger, and the ArrangersLenders, 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 by this Agreement and by the other Loan Documents; (ii) (A) the Administrative Agent Agent, the Arranger and the Arrangers 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 Affiliates, or any other Person and (B) neither the Administrative Agent Agent, the Arranger nor any Arranger 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 in this Agreement and in the other Loan Documents; and (iii) the Administrative Agent and 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 Agent, the Arranger nor any Arranger Lender has any obligation to disclose any of such interests to the any Loan Parties and Party or any of 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 Agent, the Arranger and the Arrangers 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

Samples: Credit Agreement (Nobilis Health Corp.), Credit Agreement (Nobilis Health 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 Agent, the Arrangers and the Arrangers, Lenders are arm'sarm’s-length commercial transactions between the Loan Parties each Borrower and their respective its Affiliates, on the one hand, and the Administrative Agent Agent, the Arrangers and the ArrangersLenders, 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) (Aii)(A) the Administrative Agent Agent, the Arrangers and the Arrangers 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 as, an advisor, agent or fiduciary for the Loan Parties any Borrower or any of their respective Affiliates, its Affiliates or any other Person and (B) neither none of the Administrative Agent nor any Arranger Agent, the Arrangers or the Lenders has any obligation to the Loan Parties any 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 Agent, the Arrangers and the Arrangers 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 any Borrower and their respective its Affiliates, and neither none of the Administrative Agent nor any Arranger Agent, the Arrangers or the Lenders has any obligation to disclose any of such interests to the Loan Parties and their respective any 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 Agent, the Arrangers and the Arrangers Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby, except for claims involving the gross negligence or willful misconduct of the Administrative Agent, the Arrangers or the Lenders.

Appears in 2 contracts

Samples: Credit Agreement (Visa Inc.), Assignment and Assumption (Visa 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: agrees that (i) (A) the arranging and other services regarding this Agreement provided by the Term Administrative Agent and Agent, the Arrangers, the Lenders and each of their respective Affiliates, are arm'sarm’s-length commercial transactions between the Loan Parties Borrower and their respective its Affiliates, on the one hand, and the Term Administrative Agent Agent, the Arrangers and the Arrangers, 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 Term Administrative Agent Agent, the Arrangers, the Lenders and the Arrangers each of 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, not and will not be acting as an advisor, agent or fiduciary for the Loan Parties or Borrower, any of their respective Affiliates, its Affiliates or any other Person and (B) neither none of the Term Administrative Agent nor Agent, the Arrangers, the Lenders or any Arranger of their respective Affiliates 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 Term Administrative Agent Agent, the Arrangers, the Lenders and the Arrangers and each of their respective Affiliates 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 Term Administrative Agent nor any Arranger Agent, the Arrangers and the Lenders 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 Borrower hereby waives and releases any claims that it may have against the Term Administrative Agent Agent, the Arrangers, the Lenders and the Arrangers each 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 contemplated hereby.

Appears in 2 contracts

Samples: Term Loan Credit Agreement (Installed Building Products, Inc.), Term Loan Credit Agreement (Installed Building Products, 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: that (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent and Agent, the Collateral Agent, the Joint Lead Arrangers, the Joint Bookrunners, the Swing Line Lender, the Issuing Banks, the Lenders and their respective Affiliates 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 Agent, the Collateral Agent, the Joint Lead Arrangers, the Joint Bookrunners, the Issuing Banks and the Arrangers, 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 Agent, the Collateral Agent, the Joint Lead Arrangers, the Joint Bookrunners, the Swing Line Lender, the Issuing Banks, the Lenders and the Arrangers 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, 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 nor any Arranger Agent, the Collateral Agent, the Joint Lead Arrangers, the Joint Bookrunners, the Swing Line Lender, the Issuing Banks, the Lenders and their respective Affiliates 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 and Agent, the Arrangers Collateral Agent, the Joint Lead Arrangers, the Joint Bookrunners, the Swing Line Lender, the Issuing 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 Borrower, Holdings and their respective Affiliates, and neither none of the Administrative Agent nor any Arranger Agent, the Collateral Agent, the Joint Lead Arrangers, the Joint Bookrunners, the Swing Line Lender, 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 and their respective Affiliates hereby waives and releases any claims that it may have against the Administrative Agent Agent, the Collateral Agent, the Joint Lead Arrangers, the Joint Bookrunners, the Swing Line Lender, the Issuing Banks and the Arrangers 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

Samples: Credit Agreement (Atlas Technical Consultants, Inc.), Credit Agreement (Atlas Technical Consultants, 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: (ia) (Ai) the arranging and other services regarding this Agreement provided by the Administrative Agent and any Affiliate thereof, the Arrangers, Arrangers and the Lenders are arm'sarm’s-length commercial transactions between the each Borrower, each other Loan Parties Party and their respective Affiliates, on the one hand, and the Administrative Agent and, as applicable, its Affiliates (including BofA Securities) and the ArrangersLenders and their Affiliates (collectively, solely for purposes of this Section, the “Lenders”), on the other hand, (Bii) each of the Borrowers and the other Loan Parties has have consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (Ciii) the Borrowers and each of the other Loan Parties is Party 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 and the Arrangers its Affiliates (including BofA Securities) and 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 fiduciary, for the any Borrower, any other Loan Parties Party or any of their respective Affiliates, or any other Person and (Bii) neither the Administrative Agent Agent, any of its Affiliates (including BofA Securities) nor any Arranger Lender has any obligation to the any 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 (iiic) the Administrative Agent and its Affiliates (including BofA Securities) and the Arrangers and their respective Affiliates Lenders may be engaged in a broad range of transactions that involve interests that differ from those of the Borrowers, the other Loan Parties and their respective Affiliates, and neither the Administrative Agent Agent, any of its Affiliates (including BofA Securities) nor any Arranger Lender has any obligation to disclose any of such interests to the any 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 each other Loan Parties Party hereby waives and releases any claims that it may have against the Administrative Agent and the Arrangers Agent, any of its Affiliates (including BofA Securities) or any Lender 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 2 contracts

Samples: Credit Agreement (Amedisys Inc), Credit Agreement (Amedisys 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 Company 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 and the Arrangers, Co-Lead Arrangers are arm'sarm’s-length commercial transactions between the Loan Parties Company and their respective its Affiliates, on the one hand, and the Administrative Agent and the Co-Lead Arrangers, on the other hand, (Bii) each of the Loan Parties Company 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 Company 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 and the Arrangers each Co-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 Company or any of their respective its Affiliates, or any other Person and (Bii) neither the Administrative Agent nor any Co-Lead Arranger has any obligation to the Loan Parties Company 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 and the Co-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 Company and their respective its Affiliates, and neither the Administrative Agent nor any Co-Lead Arranger has any obligation to disclose any of such interests to the Loan Parties and their respective Company or its Affiliates. To the fullest extent permitted by Lawlaw, each of the Loan Parties Company hereby waives and releases any claims that it may have against the Administrative Agent and the Co-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

Samples: Assignment Agreement (Mdu Resources Group Inc), Credit Agreement (Mdu Resources 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 and the Arrangers, each Arranger are arm'sarm’s-length commercial transactions between the Loan Parties and their respective Affiliates, on the one hand, and the Administrative Agent and the Arrangers, 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 and the Arrangers each 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 or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent nor any Arranger 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 and Agent, the 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 nor any Arranger 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 and the Arrangers or any 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

Samples: Credit Agreement (Navigant Consulting Inc), Credit Agreement (Navigant Consulting 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 Timken acknowledges and agrees, and acknowledges its Affiliates' understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent and Agents, the Arrangers, and the Lenders are arm'sarm’s-length commercial transactions between the Loan Parties Timken and their respective its Affiliates, on the one hand, and the Administrative Agent Agents, the Arrangers, and the ArrangersLenders, on the other hand, (B) each of the Loan Parties Timken has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Loan Parties Timken 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 and Agents, the Arrangers and 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 Timken or any of their respective its Affiliates, or any other Person and (B) neither the Administrative Agent Agents, the Arrangers nor any Arranger Lender has any obligation to the Loan Parties Timken 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, the Arrangers and the Arrangers 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 Timken and their respective its Affiliates, and neither the Administrative Agent Agents, the Arrangers, nor any Arranger Lender has any obligation to disclose any of such interests to the Loan Parties and their respective Timken or its Affiliates. To the fullest extent permitted by Lawlaw, each of the Loan Parties Timken hereby waives and releases any claims that it may have against the Administrative Agent and Agents, 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

Samples: Credit Agreement (Timken Co), Credit Agreement (Timken 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, agrees and acknowledges its Affiliates' understanding, that: understanding that (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent and and/or the Arrangers, 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 and the ArrangersLenders, 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 evaluatingevaluating and understanding, 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 and the Arrangers each Lenders 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 Person, and (B) neither the Administrative Agent nor any Arranger Lender has any obligation to the Loan Parties Borrower or any of their respective its Affiliates with respect to the transactions transaction contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent and Agent, the Arrangers 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 Guarantor and their respective Affiliates, and neither each of the Administrative Agent nor any Arranger and the Lenders has any no obligation to disclose any of such interests to the Loan Parties and Borrower, the Guarantor 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 and 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

Samples: Term Loan Agreement (TAL International 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 and the Arrangers, Arranger are arm'sarm’s-length commercial transactions between the Loan Parties and their respective Affiliates, on the one hand, and the Administrative Agent and the ArrangersArranger, 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 and the Arrangers 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 or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent nor any the Arranger 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 and the Arrangers 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 and their respective Affiliates, and neither the Administrative Agent nor any the Arranger 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 and the Arrangers 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 1 contract

Samples: Credit Agreement (Epicor Software Corp)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby Transaction, each of the Credit Parties acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (a) the credit facility provided for hereunder and any related arranging or other services in connection therewith (including in connection with any amendment, waiver or other modification hereof or of any other Loan Credit 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 and the Arrangers, are arm'san arm’s-length commercial transactions transaction between the Loan Credit Parties and their respective Affiliates, on the one hand, and Citizens (in its capacity as the Administrative Agent Agent), Citizens Bank, KeyBank and Xxxxx Fargo Securities, LLC (in their capacities as the Lead Arrangers) and KeyBank, Xxxxx Fargo Bank, National Association (in their capacities as Syndication Agents) and any other Lender, on the other hand, (B) each of and 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 Parties is are capable of evaluating, evaluating and understanding and understands and accepts, accepts the terms, risks and conditions of the transactions contemplated hereby Transactions and by the other Loan DocumentsCredit Documents (including any amendment, waiver or other modification hereof or thereof); (iib) in connection with the process leading to such transaction, 146 Citizens (A) in its capacity as the Administrative Agent Agent), Citizens Bank, KeyBank and Xxxxx Fargo Securities, LLC (in their capacities as the Lead Arrangers), KeyBank and Xxxxx Fargo Bank, National Association (in their capacities as Syndication Agents) and the Arrangers each is other Lenders are not and has have not been acting solely as a principal and, except as expressly agreed in writing by and is not the relevant parties, has not been, is not, and will not be acting as an financial advisor, agent or fiduciary fiduciary, for the Loan Parties any Credit Party or any of their respective Affiliates, stockholders, creditors or employees or any other Person and Person; (Bc) neither none of Citizens (in its capacity as the Administrative Agent nor Agent), Citizens Bank, KeyBank and Xxxxx Fargo Securities, LLC (in their capacities as the Lead Arrangers), KeyBank and Xxxxx Fargo Bank, National Association (in their capacities as Syndication Agents) or any Arranger other Lender has assumed or will assume an advisory, agency or fiduciary responsibility in favor of any Credit Party with respect to any of the Transactions or the process leading thereto, including with respect to any amendment, waiver or other modification hereof or of any other Credit Document (irrespective of whether Citizens (in its capacity as the Administrative Agent), Citizens Bank, KeyBank and Xxxxx Fargo Securities, LLC (in their capacities as the Lead Arrangers), KeyBank and Xxxxx Fargo Bank, National Association (in their capacities as Syndication Agents) or any other Lender have advised or are currently advising any Credit Party or any of its Affiliates on other matters) and none of Citizens (in its capacity as the Administrative Agent), Citizens Bank, KeyBank and Xxxxx Fargo Securities, LLC (in their capacities as the Lead Arrangers), KeyBank and Xxxxx Fargo Bank, National Association (in their capacities as Syndication Agents) or the other Lenders, have any obligation to the Loan Parties any Credit Party or any of their respective Affiliates with respect to the transactions contemplated hereby Transactions except those obligations expressly set forth herein and in the other Loan Credit Documents; and (iiid) the Administrative Agent each of Citizens, Citizens Bank, KeyBank, Xxxxx Fargo Bank, National Association, Xxxxx Fargo Securities, LLC and the Arrangers other 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 none of Citizens, Citizens Bank, KeyBank, Xxxxx Fargo Bank, National Association, Xxxxx Fargo Securities, LLC and the Administrative Agent nor any Arranger has other Lenders have any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (e) none of Citizens, Citizens Bank, KeyBank, Xxxxx Fargo Bank, National Association, Xxxxx Fargo Securities, LLC and the other Lenders have provided and will not provide any legal, accounting, regulatory or tax advice with respect to any of the Transactions (including any amendment, waiver or other modification hereof or of any other Credit Document) and the Credit Parties have consulted their own legal, accounting, regulatory and tax advisors to the Loan extent it has deemed appropriate. Each of the Credit Parties hereby waives and their respective Affiliates. To releases, 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 each of Citizens, Citizens Bank, KeyBank, Xxxxx Fargo Bank, National Association, Xxxxx Fargo Securities, LLC and the Arrangers other Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated herebyduty.

Appears in 1 contract

Samples: Credit Agreement and Consent (CrossAmerica 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 Credit Document), each of the Loan Parties Credit 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 Agent, the Lenders and the Arrangers, are arm'sarm’s-length commercial transactions between the Loan Parties each Credit Party and their respective its Affiliates, on the one hand, and the Administrative Agent Agent, the Lenders and the Arrangers, on the other hand, (B) each of the Loan Parties Credit 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 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; (ii) (A) each of the Administrative Agent Agent, the Lenders and the 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 Credit Party or any of their its respective Affiliates, or any other Person and (B) neither the Administrative Agent nor any Lender nor any Arranger has any obligation to the Loan Parties any Credit Party or any of their its 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 Agent, the Lenders and the 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 nor any Lender nor any Arranger has any obligation to disclose any of such interests to the Loan Parties and their any Credit Party or its respective Affiliates. To the fullest extent permitted by Law, each of the Loan Parties Credit Party hereby waives and releases any claims that it may have against the Administrative Agent Agent, 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 1 contract

Samples: Reimbursement Agreement (Renaissancere 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), the Borrower and each of the other Loan Parties Party acknowledges and agrees, and acknowledges its Affiliates' understanding, that: (ia) (Ai) the arranging and other services regarding this Agreement provided by the Administrative Agent and any Affiliate thereof, the Arrangers, Arrangers and the Lenders are arm'sarm’s-length commercial transactions between the Borrower, each other Loan Parties Party and their respective Affiliates, on the one hand, and the Administrative Agent and, as applicable, its Affiliates (including BofA Securities, Inc.) and the ArrangersLenders and their Affiliates (collectively, solely for purposes of this Section, the “Lenders”), 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) the Administrative Agent and the Arrangers its Affiliates (including BofA Securities, Inc.) and 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 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 Agent, any of its Affiliates (including BofA Securities, Inc.) nor any Arranger 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 (iiic) the Administrative Agent and its Affiliates (including BofA Securities, Inc.) and the Arrangers and their respective Affiliates Lenders 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 Agent, any of its Affiliates (including BofA Securities, Inc.) nor any Arranger 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 each other Loan Parties Party hereby waives and releases any claims that it may have against the Administrative Agent and the Arrangers Agent, any of its Affiliates (including BofA Securities, Inc.) or any Lender 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 1 contract

Samples: Credit Agreement (NV5 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 and the Arrangers, Bookmanagers are arm'sarm’s-length commercial transactions between the Loan Parties and their respective Affiliates, on the one hand, and the Administrative Agent and the ArrangersBookmanagers, 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 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 and the Arrangers each Bookmanager 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 nor any Arranger Bookmanager 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 and the Arrangers Bookmanagers 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 Bookmanager has any obligation to disclose any of such interests to the any Loan Parties and their respective Party or any of 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 and the Arrangers Agent, any Bookmanager or any of such parties’ 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

Samples: Credit Agreement (Advanced Medical Optics 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 and the ArrangersArranger, are arm'sarm’s-length commercial transactions between the Loan Credit Parties and their respective Affiliates, on the one hand, and the Administrative Agent and the ArrangersArranger, 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 and the Arrangers 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 Credit Parties or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent nor any the Arranger 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 and the Arrangers Arranger 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 nor any the Arranger 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 and the Arrangers 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 1 contract

Samples: Credit Agreement (Advance America, Cash Advance Centers, 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 Borrowers and Holdings acknowledge and agrees, and each of them acknowledges and agrees that it has informed its other Affiliates' understanding, that: (i) (A) no fiduciary, advisory or agency relationship between any of Holdings and its Subsidiaries and any Agent, any Lender 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, any Lender or any Arranger has advised or is advising Holdings and its Subsidiaries on other matters, (B) the arranging and other services regarding this Agreement provided by the Administrative Agent Agents, the Lenders and the Arrangers, Arrangers are arm'sarm’s-length commercial transactions between the Loan Parties Holdings and their respective Affiliatesits Subsidiaries, on the one hand, and the Administrative Agent Agents, the Lenders and the Arrangers, on the other hand, (BC) each of the Loan Parties has Borrowers and Holdings have consulted its their own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (CD) each of the Loan Parties is Borrowers and Holdings 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 each Agent, each Lender and the Arrangers 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 Holdings or the Loan Parties Borrowers or any of their respective Affiliates, or any other Person and (B) neither the Administrative any Agent nor any Lender or any Arranger has any obligation to the Loan Parties Holdings 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, the Lenders and the Arrangers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of Holdings, the Loan Parties Borrowers and their respective Affiliates, and neither the Administrative any Agent nor any Lender or any Arranger has any obligation to disclose any of such interests and transactions to Holdings, the Loan Parties and Borrowers or 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 Agents, the Arrangers, and the Arrangers Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.. 253

Appears in 1 contract

Samples: Abl Credit Agreement (V2X, 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 Company 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 Arranger, and the Arrangers, Lenders are arm'sarm’s-length commercial transactions between the Loan Parties Company and their respective its Affiliates, on the one hand, and the Administrative Agent Agent, the Arranger 83 and the ArrangersLenders, on the other hand, (B) each of the Loan Parties Company 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 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, the Arranger and the Arrangers 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 Company or any of their respective its Affiliates, or any other Person and (B) neither the Administrative Agent Agent, the Arranger nor any Arranger Lender has any obligation to the Loan Parties Company 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, the Arranger and the Arrangers 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 Company and their respective its Affiliates, and neither the Administrative Agent Agent, the Arranger nor any Arranger Lender has any obligation to disclose any of such interests to the Loan Parties and their respective Company or any of its Affiliates. To the fullest extent permitted by Lawlaw, each of the Loan Parties Company hereby waives and releases any claims that it may have against the Administrative Agent and Agent, the Arrangers 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

Samples: Credit Agreement (American Capital, LTD)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby hereby, the Borrower and Holdings each acknowledge and agree, and acknowledge their respective Affiliates’ understanding, that: (i) the credit facility provided for hereunder and any related arranging or other services in connection therewith (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 and the Arrangers, are arm'san arm’s-length commercial transactions transaction between the Loan Parties Borrower , Holdings and their respective Affiliates, on the one hand, and the Administrative Agent and the Joint Lead Arrangers, on the other hand, (B) and each of the Loan Parties has consulted its own legal, accounting, regulatory Borrower and tax advisors to the extent it has deemed appropriate, and (C) each of the Loan Parties Holdings is capable of evaluating, evaluating and understanding and understands and accepts, accepts the terms, risks and conditions of the transactions contemplated hereby and by the other Loan DocumentsDocuments (including any amendment, waiver or other modification hereof or thereof); (ii) (A) in connection with the process leading to such transaction, each of the Administrative Agent and the Arrangers each Joint Lead Arranger is and has been acting solely as a principal and, except as expressly agreed in writing by and is not the relevant parties, has not been, is not, and will not be acting as an financial advisor, agent or fiduciary fiduciary, for the Loan Parties Borrower, Holdings or any of their respective Affiliates, stockholders, creditors or employees or any other Person and Person; (Biii) neither the Administrative Agent nor any of the Joint Lead Arrangers has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Borrower or Holdings with respect to any of the transactions contemplated hereby or the process leading thereto, including with respect to any amendment, waiver or other modification hereof or of any other Loan Document (irrespective of whether the Administrative Agent or Joint Lead Arranger has advised or is currently advising the Borrower, Holdings or any of their respective Affiliates on other matters) and neither the Administrative Agent nor any of the Joint Lead Arrangers 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 (iiiiv) the Administrative Agent and the 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 Borrower, Holdings and their respective Affiliates, and neither the Administrative Agent nor any Arranger of the Joint Lead Arrangers has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Administrative Agent and the Joint Lead Arrangers have not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) and each of the Borrower and Holdings has consulted its own legal, accounting, regulatory and tax advisors to the Loan Parties extent it has deemed appropriate. Each of the Borrower and their respective Affiliates. To Holdings hereby waives and releases, 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 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 herebyduty.

Appears in 1 contract

Samples: First Lien Term Credit Agreement (Foamex 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), Borrower and each of the other Loan Parties Party acknowledges and agrees, agrees and acknowledges its Affiliates' understanding, ’ understanding that that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent and the Arrangers, are arm'sarm’s-length commercial transactions between the Borrower, each other Loan Parties Party and their respective Affiliates, on the one hand, and the Administrative Agent and the ArrangersAgent, on the other hand, (B) 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 (( C) 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; (ii) (A) the Administrative Agent and the 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 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 nor any Arranger has does not have 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 (iii) the Administrative Agent and the Arrangers and their respective its 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 the Administrative Agent nor any Arranger 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 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

Samples: Assignment and Assumption (Celadon 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 Credit 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 and the Arrangers, Lenders are arm'sarm’s-length commercial transactions between the Loan Credit Parties and their respective Affiliates, on the one hand, and the Administrative Agent and the ArrangersLenders, on the other hand, (B) each of the Loan Parties Credit 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 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 Documents; (ii) (A) the Administrative Agent and the Arrangers 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 any Credit Party or any of their respective its Affiliates, or any other Person and (B) neither the Administrative Agent nor any Arranger Lender 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 Documents; and (iii) the Administrative Agent and Agent, the Arrangers 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 nor any Arranger Lender has any obligation to disclose any of such interests to the Loan Credit Parties and or any of their respective Affiliates. To the fullest extent permitted by Lawlaw, each of the Loan Credit Parties hereby waives waive and releases release any claims that it they may have against the Administrative Agent and 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.. [The Remainder of this Page Left Intentionally Blank]

Appears in 1 contract

Samples: Credit Agreement (PetIQ, 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 and the Arrangers, 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 and the ArrangersAgents, 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 Agents and the Arrangers each is Lender are and has have 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 Agents nor any Arranger 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 and Agents, the Arrangers 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 and Borrower, Holdings their respective Affiliates, and neither the Administrative Agent Agents nor any Arranger 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 Agent and the Arrangers Agents 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

Samples: Transaction Support Agreement (J Crew 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, agrees that: (ia) (Ai) the arranging and other services regarding this Agreement provided by the Administrative Agent Agent, the Arranger and the Arrangers, Lenders are arm'sarm’s-length commercial transactions between the Loan Parties Borrower and their respective its Affiliates, on the one hand, and the Administrative Agent Agent, the Arranger and the ArrangersLenders, 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; (iib) (Ai) the Administrative Agent Agent, the Arranger and the Arrangers 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 (Bii) neither the Administrative Agent Agent, the Arranger nor any Arranger 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 Agent Agent, the Arranger and the Arrangers 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 Agent, the Arranger nor any Arranger Lender 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 Law, each of the Loan Parties Borrower hereby waives and releases any claims that it may have against the Administrative Agent and Agent, the Arrangers 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

Samples: Credit Agreement (McGrath Rentcorp)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby Transaction, each of the Credit Parties acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (a) the credit facility provided for hereunder and any related arranging or other services in connection therewith (including in connection with any amendment, waiver or other modification hereof or of any other Loan Credit 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 and the Arrangers, are arm'san arm’s-length commercial transactions transaction between the Loan Credit Parties and their respective Affiliates, on the one hand, and Citizens (in its capacity as the Administrative Agent Agent), RBS Citizens, KeyBank and Xxxxx Fargo Securities, LLC (in their capacities as the Lead Arrangers) and KeyBank, Xxxxx Fargo Bank, National Association (in their capacities as Syndication Agents) and any other Lender, on the other hand, (B) each of and 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 Parties is are capable of evaluating, evaluating and understanding and understands and accepts, accepts the terms, risks and conditions of the transactions contemplated hereby Transactions and by the other Loan DocumentsCredit Documents (including any amendment, waiver or other modification hereof or thereof); (iib) in connection with the process leading to such transaction, Citizens (A) in its capacity as the Administrative Agent Agent), RBS Citizens, KeyBank and Xxxxx Fargo Securities, LLC (in their capacities as the Lead Arrangers), KeyBank and Xxxxx Fargo Bank, National Association (in their capacities as Syndication Agents) and the Arrangers each is other Lenders are not and has have not been acting solely as a principal and, except as expressly agreed in writing by and is not the relevant parties, has not been, is not, and will not be acting as an financial advisor, agent or fiduciary fiduciary, for the Loan Parties any Credit Party or any of their respective Affiliates, stockholders, creditors or employees or any other Person and Person; (Bc) neither none of Citizens (in its capacity as the Administrative Agent nor Agent), RBS Citizens, KeyBank and Xxxxx Fargo Securities, LLC (in their capacities as the Lead Arrangers), KeyBank and Xxxxx Fargo Bank, National Association (in their capacities as Syndication Agents) or any Arranger other Lender has assumed or will assume an advisory, agency or fiduciary responsibility in favor of any Credit Party with respect to any of the Transactions or the process leading thereto, including with respect to any amendment, waiver or other modification hereof or of any other Credit Document (irrespective of whether Citizens (in its capacity as the Administrative Agent), RBS Citizens, KeyBank and Xxxxx Fargo Securities, LLC (in their capacities as the Lead Arrangers), KeyBank and Xxxxx Fargo Bank, National Association (in their capacities as Syndication Agents) or any other Lender have advised or are currently advising any Credit Party or any of its Affiliates on other matters) and none of Citizens (in its capacity as the Administrative Agent), RBS Citizens, KeyBank and Xxxxx Fargo Securities, LLC (in their capacities as the Lead Arrangers), KeyBank and Xxxxx Fargo Bank, National Association (in their capacities as Syndication Agents) or the other Lenders, have any obligation to the Loan Parties any Credit Party or any of their respective Affiliates with respect to the transactions contemplated hereby Transactions except those obligations expressly set forth herein and in the other Loan Credit Documents; and (iiid) the Administrative Agent each of Citizens, RBS Citizens, KeyBank, Xxxxx Fargo Bank, National Association, Xxxxx Fargo Securities, LLC and the Arrangers other 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 none of Citizens, RBS Citizens, KeyBank, Xxxxx Fargo Bank, National Association, Xxxxx Fargo Securities, LLC and the Administrative Agent nor any Arranger has other Lenders have any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (e) none of Citizens, RBS Citizens, KeyBank, Xxxxx Fargo Bank, National Association, Xxxxx Fargo Securities, LLC and the other Lenders have provided and will not provide any legal, accounting, regulatory or tax advice with respect to any of the Transactions (including any amendment, waiver or other modification hereof or of any other Credit Document) and the Credit Parties have consulted their own legal, accounting, regulatory and tax advisors to the Loan extent it has deemed appropriate. Each of the Credit Parties hereby waives and their respective Affiliates. To releases, 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 each of Citizens, RBS Citizens, KeyBank, Xxxxx Fargo Bank, National Association, Xxxxx Fargo Securities, LLC and the Arrangers other Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated herebyduty.

Appears in 1 contract

Samples: Credit Agreement (Lehigh Gas Partners LP)

No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby hereby, the Borrower and each other Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) the credit facilities provided for hereunder and any related arranging or other services in connection therewith (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 and the Arrangers, are arm'san arm’s-length commercial transactions transaction between the Borrower, each other Loan Parties Party and their respective Affiliates, on the one hand, and the Administrative Agent and the ArrangersArranger, on the other hand, (B) and the Borrower and each of the other 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 Party is capable of evaluating, evaluating and understanding and understands and accepts, accepts the terms, risks and conditions of the transactions contemplated hereby and by the other Loan DocumentsDocuments (including any amendment, waiver or other modification hereof or thereof); (ii) (A) in connection with the process leading to such transaction, the Administrative Agent and the Arrangers Arranger each is and has been acting solely as a principal and, except as expressly agreed in writing by and is not the relevant parties, has not been, is not, and will not be acting as an financial advisor, agent or fiduciary fiduciary, for the Borrower, any other Loan Parties Party or any of their respective Affiliates, stockholders, creditors or employees or any other Person and Person; (Biii) neither the Administrative Agent nor the Arranger has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Borrower or any other Loan Party with respect to any of the transactions contemplated hereby or the process leading thereto, including with respect to any amendment, waiver or other modification hereof or of any other Loan Document (irrespective of whether the Administrative Agent or the Arranger has advised or is currently advising the Borrower, any other Loan Party or any of their respective Affiliates on other matters) and neither the Administrative Agent nor the Arranger 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 (iiiiv) the Administrative Agent and the Arrangers 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 nor any the Arranger has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Administrative Agent and the Arranger have not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) and 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. Each of the Borrower and the other Loan Parties hereby waives and their respective Affiliates. To releases, 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 and the Arrangers Arranger with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect duty.” (hh) Section 11.19. Article XI of any transaction contemplated hereby.the Credit Agreement is hereby amended by adding the following at the end of such article:

Appears in 1 contract

Samples: Credit Agreement (Trustreet Properties Inc)

Time is Money Join Law Insider Premium to draft better contracts faster.